UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



FORM 10-K



|[X]                                                    |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|------------------------------------------------------ |  | ------------------------------------------------------------------------------------
|                                                       |  | For the year ended December 31, 2013                                                
|[   ]                                                  |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  
|                                                       |  |                                                                                     
|For the transition period from             
        to

Commission file number: 333-14477



FUELSTREAM, INC.

(Exact name of registrant as specified in its
charter)



|Delaware                                                      |  | 87-0561426                         
|------------------------------------------------------------- |  | -----------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              |  |                                    
|510 Shotgun Road, Suite 110
        Fort Lauderdale, Florida  |  | 33326                              
|(Address of principal executive offices)                      |  | (Zip Code)                         



(954) 423-5345

(Registrant’s telephone number, including
area code)



Securities registered pursuant to Section 12(b) of
the Act:



|None                |  | N/A                                      
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered



Securities registered pursuant to Section 12(b)
of the Act: None



Securities registered pursuant to Section 12(g) of
the Act: None



Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No ý



Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No ý



Indicate by check mark whether the issuer (1) filed
all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ý  No o

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Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).   Yes o  No ý



Indicate by checkmark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. ý



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.



|Large accelerated filer o |  | Accelerated filer o        
|------------------------- |  | ---------------------------
|Non-accelerated filer  o  |  | Smaller reporting company ý



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). o  Yes    ý  No



Based on the closing price of our common stock
as listed on the OTC Bulletin Board, the aggregate market value of the common stock of Fuelstream, Inc. held by non-affiliates
as of June 30, 2013 was $3,312,128.00.



As of March27, 2014, we had
49,186,857 shares of common stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE: 
None.















































Table of Contents2







|TABLE OF CONTENTS
|-----------------
|PART I           
|ITEM 1.          
|ITEM 1A.         
|ITEM 1B.         
|ITEM 2.          
|ITEM 3.          
|ITEM 4.          
|PART II          
|ITEM 5.          
|ITEM 6.          
|ITEM 7.          
|ITEM 7A.         
|ITEM 8.          
|ITEM 9.          
|ITEM 9A.         
|ITEM 9B.         
|PART III         
|ITEM 10.         
|ITEM 11.         
|ITEM 12.         
|ITEM 13.         
|ITEM 14.         
|PART IV          
|ITEM 15.         
|SIGNATURES       





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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Please
see the note under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation,”
for a description of special factors potentially affecting forward-looking statements included in this report.















































Table of Contents4





PART I

ITEM 1.   BUSINESS.

Company History

Fuelstream,
Inc. (hereafter, “we”, ”our”, ”us”, “Fuelstream”, or the
”Company”) was incorporated in the State of Delaware on July 12, 1996. Prior to April 2010, we had operated under
the name of “SportsNuts, Inc.” and had been primarily engaged in sports marketing and management. In April 2010,
we under went a reorganization to change our management and business model as further described herein, and changed the
Company’s name to “Fuelstream, Inc.” On April 11, 2011, we entered into a joint venture agreement with
Aviation Fuel International, Inc., a Florida corporation (“AFI”) and a purchaser and reseller of aviation fuel
for commercial and private aircraft. On January 18, 2012, the joint venture was terminated upon completion of the acquisition
of AFI, which is now a wholly-owned subsidiary of the Company. You can learn more about us at our website at www.thefuelstream.com.
Our website, however, does not constitute a part of this report.

On May 10, 2012, the Company
along with two partners formed AFI South Africa LLC (“AFI SA”), immediately the Company purchased shares of the other
partners to become 100% owner of AFI SA (refer to note 3). AFI SA was effective as Limited Liability Company under the Act by the
filing organization with the office of the Secretary of State of Florida on May 11, 2012. The Company has been organized for the
purpose of partnering with Global Aviation for brokering the sale of Fuel for aircraft in South Africa.



Operational Overview

Fuelstream
is an in-wing and on-location supplier and distributor of aviation fuel to corporate, commercial, military, and privately-owned
aircraft throughout the world. We also provide a variety of ground services either directly or through our affiliates, including
concierge services, passenger and baggage handling, landing rights, coordination with local aviation authorities, aircraft maintenance
services, catering, cabin cleaning, customs approvals, and third-party invoice reconciliation. Our personnel assist customers in
flight planning and aircraft routing aircraft, obtaining permits, arranging overflies, and flight follow services. Our principal
sources of revenues are from the gross selling price of fuel delivery contracts. Expenses which comprise the costs of goods sold
include the acquisition price of fuel transported, as well as operational and staffing costs of the trucks and other vehicles used
for delivery. General and administrative expenses have been comprised of administrative wages and benefits; occupancy and office
expenses; outside legal, accounting and other professional fees; travel and other miscellaneous office and administrative expenses.
Selling and marketing expenses include selling/marketing wages and benefits; advertising and promotional expenses; travel and other
miscellaneous related expenses.

On
May 10, 2012, we entered into a joint venture with Global Aviation International Limited (“Global”) and Summit Trading
Limited (“Summit”) to provide aircraft fuel to Global clients and Global’s own aircraft fleet on a worldwide
basis. Global is an international Air Transport Organization whose activities cover acquisition, refurbishment, heavy maintenance,
leasing and chartering of aircraft, primarily throughout South Africa. Global also owns and leases its own commercial aircraft.
As part of its obligations under the joint venture, Global is required to provide us office space, related equipment and supplies
in its Johannesburg, South Africa headquarters, as well as access to all Global clients worldwide. On September 10, 2012, Global
and Summit converted its interest in the joint venture into 1,547,662 and 515,888 shares of our common stock. In addition to Global’s
own fleet, our agreement

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with Global has enabled
us to provide fuel to six new airline clients, as well as to aircraft of the South African government. We intend to expand our
business with Global and add additional carriers and transportation organizations as regular clientele as we grow and develop our
business.

Because
we have incurred losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards,
given the uncertainty of the Company being able to utilize such loss carryforwards in future years. We anticipate incurring additional
losses during the coming year.

Market

We
believe that air transportation will play a substantial role in the growth of worldwide trade, particularly in less developed regions
that do not have a cost-effective means of reaching deep water shipping ports or who are seeking to expand same-day access to international
trading markets. Domestically, aircraft utilization, whether for passengers, freight, or corporate use, is closely correlated with
the strength and growth of the U.S. economy. According to the FAA Aerospace Forecast for Fiscal Years 2006 to 2017, the U.S. economy
will grow at an average annual rate of 3% for the next ten years. The world economy is expected to increase at an average annual
rate of 3.1% over the same period. Long-term economic growth is predicted to be strong in Latin America and the Asia/Pacific regions
with 3.8% and 3.6% average annual growth, respectively. More impressive is the forecasted growth for China, with a population of
1.3 billion, and India, with a population of 1.1 billion. Each of these country’s economies is expected to grow at an average
annual rate of 5.8%. The FAA predicts that airline passenger growth in these regions will grow the fastest at 7.0% and 4.9% respectively.
Closer to home, the study forecasts that passenger growth in the Atlantic markets will grow at 4.3% and Canadian trans-boarder
markets will grow at 3.7% annually. U.S. commercial air cargo revenue ton-miles (RTM’s) are expected to grow at an average
annual rate of 5.2% through 2017. The FAA forecasts jet fuel consumption to increase to an average annual rate of 3.7% for air
carriers and 8.6% for general aviation for a weighted average total of 4.0% annually through the year 2017.

Competition



The fuel supply and logistics
business is highly competitive. Our competitors and potential competitors include major oil companies, fuel resellers, fuel card
companies, and independent fuel distributors of varying sizes. Most of our competitors have greater resources than we do and therefore
have greater leverage with respect to securing long-term fuel delivery and supply contracts. We believe a high degree of competition
in this industry will continue for the foreseeable future.



We believe that we can
distinguish Fuelstream from our competition by providing precise accounting, exceptional customer service, comprehensive tax management,
and competitive pricing. While we intend to offer some customers credit terms, in most cases the credit lines will be secured by
corporate or personal guarantees, deposits, letters of credit or other bank instruments, and liens against fueled vehicles and
aircraft.



Employees



As of December 31, 2013,
we had six employees and used the services of various contract personnel from time to time. Although national unemployment rates
remain high relative to historical averages, there exists a significant amount of competition for skilled personnel in the fuel
delivery and logistics industry. Nevertheless, we expect to be able to attract and retain such additional employees as are necessary,
commensurate with the anticipated future expansion of our business resulting from the acquisition of AFI described herein. Further,
we expect to continue to use consultants, contract labor, attorneys and accountants as necessary.

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Available Information



Fuelstream is subject to
the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files quarterly and
annual reports, as well as other information with the Securities and Exchange Commission (“Commission”) under File
No. 333-14477. Such reports and other information filed with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates, and at various regional
and district offices maintained by the Commission throughout the United States. Information about the operation of the Commission’s
public reference facilities may be obtained by calling the Commission at 1-800-SEC-0330. The Commission also maintains a website
at http://www.sec.gov that contains reports and other information regarding the Company and other registrants that file
electronic reports and information with the Commission.



ITEM 1A.  RISK FACTORS.



Since we are a smaller
reporting company, we are not required to supply the information required by this Item 1A.



ITEM 1B.  UNRESOLVED STAFF COMMENTS.



None.



ITEM 2.   PROPERTIES.



Our principal executive
offices are located at 510 Shotgun Road, Suite 110, Fort Lauderdale, Florida 33325. We believe that our office facilities are suitable
and adequate for our operations as currently conducted and contemplated.



ITEM 3.   LEGAL PROCEEDINGS.



Ryan International Airlines.
One of our subsidiaries, Aviation Fuel International ("AFI") is involved in disputes with two airlines: Ryan International
Airlines, LLC ("Ryan") and Direct Air. Both aviation fuel customers litigation arise out of disputed amounts for the
delivery of Jet Fuel. Disagreements between the parties resulted in both parties filing separate lawsuits in three actions. Ryan
filed a cause of action in Case No. 09-57580, Ryan International Airlines, Inc. v. Aviation Flight Services, LLC (“AFS”)
and Aviation Fuel International, Inc., (“AFI”), and sought recovery of $1,491,308.66 allegedly paid to AFS as pre-payment
of aviation fuel and flight services under a contractual relationship between Ryan and AFS. AFI moved to dismiss the action, to
which, Ryan has subsequently filed a notice of removal to the Federal District Court for the Northern District of Illinois, Bankruptcy
Division Case No.: 12-80802. AFI filed an action for breach of contract for Ryan’s failure to pay certain Jet Fuel invoices
for the delivery of fuel in the amount of $678,000; Aviation Fuel International v. Ryan International Airlines, Inc., a Kansas
corporation, Wells Fargo Bank Northwest, Trustee N.A., a Utah corporation, RUBLOFF 757-MSN24794LLC, an Illinois limited liability
company, RYAN 767 LLC, an Illinois limited liability company, AFT TRUST SUB I, a Delaware corporation, RYAN 767 N123 LLC, an Illinois
limited liability company, and RUBLOFF 440 LLC, an Illinois corporation, Civil Action Case No. CACE 10-037788-04. AFI also
filed the corresponding claims of liens under the FAA Aircraft Registration Branch, for each plane, registered and tail wing number
listed therein. This action has also been recently noticed for been removal to the Federal District Court for the Northern District
of Illinois, Bankruptcy Division Case No.: 12-80802. In addition, as a result of Ryan’s filing a Federal Involuntary Bankruptcy
Petition against Aviation Flight Services (“AFS”) on June 10, 2010, Case No.: 10-27313-JKO, (S.D. of Fla.), our subsidiary
AFI, also filed and was discharged as a creditor in the amount of $269,000.

Table of Contents7









Southern Sky Air Tours,
d/b/a Myrtle Beach Direct Air and Tours (Direct Air). On or about March 13, 2012, Southern Sky Air Tours, d/b/a Myrtle Beach
Direct Air and Tours (“Direct Air”) ― a public charter operator ― ceased operations. Direct Air has subsequently
filed for bankruptcy protection in the U.S. Bankruptcy Court for the District of Massachusetts (Worcester)(Case no. 12-40944).
The Company currently has $122,000 in cash in escrow with Suntrust Bank, representing a partial payment by Direct Air for Fuel.
This amount was unrecorded in the Company’s financial statements because it has been challenged by the debtor and has been
sequestered by the bankruptcy court in the proceeding. This action is currently pending before the court, as it relates to the
collection of the garnishment.



As a result of the non-payment
for jet fuel by AFI customers, certain of AFI’s suppliers have filed actions that have resulted in judgment and garnishments,
in the amount of $330,000. Most of these outstanding fuel delivery charges are secured, and being challenged through the Bankruptcy
action through the lien filings by both the issuer and individual fuel providers. In addition, AFI incurred certain loan and debt
obligations for which we are attempting to convert into our common stock.



Julian Manuel Leyva
and Gabriel Leyva. On June 8, 2012, Julian Manuel Leyva and Gabriel Leyva (collectively, the “Leyvas”) filed a
lawsuit in the Seventeenth Judicial Circuit Court, Broward County, Florida, against us, our subsidiary AFI, and various others,
alleging various claims in connection with efforts to collect sums allegedly loaned to AFI between September 24, 2009 through February
11, 2011. The Leyvas are seeking damages of $570,000 plus interest in addition to additional damages from other parties to the
lawsuit. During the year 2013 the Company issued 2,100,000 shares of common stock for settlement of $610,000.



Russell Adler. On
January 11, 2013, Russell Adler, our former Chief Executive Officer, filed a cross-complaint against the Company, AFI, and other
associated persons in the Seventeenth Judicial District Court, Broward County, Florida. Mr. Adler’s complaint alleges various
causes of action, including indemnification from the Company in respect of litigation involving the Leyvas described above, damages
for breach of Mr. Adler’s employment contract, fraud, unpaid legal fees, unjust enrichment, and quantum meruit. We believe
Mr. Adler’s claims are without merit and intend to defend the same.



From time to time, we are
also a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights
under contracts with purchasers and suppliers of fuel. While the outcome of these legal proceedings cannot at this time be predicted
with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of
operations.



ITEM 4.   MINE SAFETY DISCLOSURES



Not Applicable.



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PART II

ITEM 5.   MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.



Market Information

Our common stock is listed
on the OTCQB under the symbol “FLST”. We had approximately 406 registered holders of our common stock as of December
31, 2013. Registered holders do not include those stockholders whose stock has been issued in street name. The last reported price
for our common stock on March 17, 2014 was $0.0177 per share.



The following table reflects
the high and low closing sales prices per share of our common stock during each calendar quarter as reported on the OTCQB, during
the two fiscal years ended December 31, 2013:

|               |  |               
|-------------- |  | --------------
|               |  | Price Range(1)
|               |  | High          
|Fiscal 2013    |  |               
|Fourth quarter |  | $             
|Third quarter  |  | $             
|Second quarter |  | $             
|First quarter  |  | $             
|               |  |               
|Fiscal 2012    |  |               
|Fourth quarter |  | $             
|Third quarter  |  | $             
|Second quarter |  | $             
|First quarter  |  | $             



____________________

| | (1) | The above quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission
and may not necessarily represent actual transactions.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



Dividends and Distributions



We have not paid any cash
dividends on our common stock since inception and do not anticipate paying cash dividends in the foreseeable future. We expect
that that any future earnings will be retained for use in developing and/or expanding our business.



Sales of Unregistered Securities



On May 28, 2010, the Company
issued 500,000 shares of restricted common stock to its then-Chief Executive Officer.



On April 29, 2011, the
Company issued 35,000 shares of restricted common stock to 4 persons for services rendered.

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On September 16, 2011,
the Company issued 333,334 shares of restricted common stock to a consultant for services rendered.



On October 4, 2011, the
Company issued 550,000 shares of restricted common stock to 2 persons for services rendered.



On December 16, 2011, the
Company converted approximately $1.7 million in various debts of the Company in exchange for an aggregate of 891,667 shares of
restricted common stock, issued to 3 persons.



On December 16, 2011 the
Company issued 716,667 shares of restricted common stock to various service providers, including 500,000 shares of common stock
to its then-Chief Executive Officer.



On January 18, 2012, in
connection with the completion of the acquisition of Aviation Fuel International, Inc. (“AFI”), the Company issued
7,400,000 shares of common stock to Sean Wagner, the sole shareholder of AFI.



On September 7, 2012, pursuant
to the Company’s 2012 Equity Incentive Plan, the Board of Directors of the Company (“Board”) approved the grant
of 2,670,000 common stock purchase options (collectively, the “Options”) to 5 individuals at an exercise price of $0.01
per share. Only 840,000 of the Options are vested with 740,000 of such vested Options being issued to Mr. Russell Adler, former
Chief Executive Officer of the Company. The remaining 2,245,000 Options are unvested and are subject to various performance criteria
as set forth in the individual consulting and employment agreements with such option holders. The Board has subsequently canceled
2,600,000 of the options and has amended the grant date of the remaining 70,000 options to October 1, 2012.



On September 10, 2012,
the Company issued an aggregate of 290,000 shares of restricted common stock to 4 persons for services rendered.



On September 10, 2012,
the Company issued an aggregate of 2,063,550 shares of restricted common stock to its joint venture partners in AFI South Africa,
LLC to convert their joint venture interest into shares of the Company.



On October 2, 2012, the
Company issued the a convertible debenture in the principal amount of $120,000 to Peak One Opportunity Fund, L.P. (“Peak
One”).



On October 5, 2012, the
Company issued an aggregate of 150,000 restricted shares of unregistered common stock to two former employees of the Company.



On October 16, 2012, the
Company issued an aggregate of 2,040,551 restricted shares of unregistered common stock to two accredited investors in private
transactions as payment for services rendered during 2012.



On January 28, 2013, we
issued an aggregate of 49,951 shares of common stock to employees and consultants of the Company. Also on January 28, 2013, pursuant
to our 2012 Equity Incentive Plan, we issued 150,000 common stock purchase options to each of our directors at an exercise price
of $1.65 per share.



On February 1, 2013, the
Company issued a convertible debenture in the principal amount of $100,000 to Peak One.



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On May 31, 2013, the Company
issued an aggregate of 254,000 shares of its common stock to certain consulting personnel for services provided.



On July 16, 2013, the Company
issued 2,352,230 shares of its common stock to Peak One in connection with the conversion of a debenture issued by the Company
to Peak One in October 2012.



On July 30, 2013, the Company
issued 75,000 shares of its common stock to a consultant of the Company for services provided.



On August 5, 2013, the
Company issued 2,017,036 shares of unregistered common stock to an accredited investor in exchange for cash.



On August 6, 2013, the
Company issued 1,729,558 shares of its common stock to Peak One.



On August 20, 2013, the
Company issued an aggregate of 531,438 shares of its common stock to certain employees and consulting personnel for services provided.



On August 29, 2013, the
Company entered into a Settlement Agreement with a certain creditor and agreed to convert various loans and promissory notes in
the collective amount of $933,000 into an aggregate of 5,480,000 shares of common stock of the Company.



On October 23, 2013, the
Company issued an aggregate of 2,100,000 shares of its common stock to officers and directors, and certain consulting personnel
for services provided.



On October 30, 2013, pursuant
to the terms of the Settlement Agreement, the Company issued an additional 500,000 shares of common stock of the Company.



On November 20, 2013, the
Company issued an aggregate of 5,075,713 shares of its common stock to certain employees and contract personnel for services provided.



On November 21, 2013, the
Company converted into 1,800,000 shares of common stock a certain promissory note originally issued by the Company on December
7, 2004.



On December 16, 2013, the
Company converted into 250,000 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012.



On December 30, 2013, the
Company converted into 277,778 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012.



On January 13, 2014, the
Company issued an aggregate of 2,859,067 shares of its common stock to certain consulting personnel for services provided.



On January 14, 2014, the
Company converted into 1,660,026 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012.



On January 22, 2014, the
Company issued the Note, the terms of which are more particularly described in Summary of Convertible Note Terms on page
27 herein. The net proceeds of the Note were used to redeem and retire two 8% convertible notes that were issued to Asher Enterprises,
Inc. in the aggregate principal amount of $131,500 (hereafter, collectively, the “Asher Notes”) The Asher Notes were
issued on July 19th, 2013 and August 26th, 2013.



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On January 29, 2014, the
Company converted into 1,166,667 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012.



On February 10, 2014, the
Company converted into 1,237,624 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012.



On February 18, 2014, the
Company converted into 1,470,588 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012.



On March 3, 2014, the Company
issued 1,000,000 shares of its common stock to a consultant for services provided.



On March 4, 2014, the Company
converted into 2,083,333 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012.



With respect to the transactions
noted above. Each of the recipients of securities of the Company was an accredited investor, or is considered by the Company to
be a “sophisticated person”, inasmuch as each of them has such knowledge and experience in financial and business matters
that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation was made and no
underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its
securities as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2)
of the Securities Act of 1933.



Penny Stock Rules



The SEC has also adopted
rules that regulate broker-dealer practices in connection with transactions in “penny stocks” as such term is defined
by Rule 15g-9. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the Nasdaq system provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or system).



Our shares constitute penny
stocks under the Exchange Act. The shares may remain penny stocks for the foreseeable future. The classification of our shares
as penny stocks makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult
for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or
her shares in Fuelstream will be subject to the penny stock rules.



The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure
document approved by the SEC, which: (i) contains a description of the nature and level of risk in the market for penny stocks
in both public offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s duties to the
customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements
of the Securities Act; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for
penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries
on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks;
and (vi) contains such other information and is in such form as the SEC shall require by rule or regulation. The broker-dealer
also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny
stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such
bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
(iv) monthly account statements showing the market value of each penny stock held in the customer’s account.

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In addition, the penny
stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must
make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s
written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks,
and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing
the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders
may have difficulty selling those securities.



ITEM 6.   SELECTED FINANCIAL DATA.



Not required.



ITEM 7.   MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Forward-Looking Statements



This report contains forward-looking
statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar
expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements.
Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons.



Overview



We are a fuel transportation
and logistics company which facilitates the sale and distribution of aviation and other fuels to corporate and commercial consumers.
Our principal sources of revenues result from the gross selling price of fuel delivery contracts, but also include revenue from
ancillary services related to the supply of fuel. Expenses which comprise the costs of goods sold include the acquisition price
of fuel, as well as operational and staffing costs of the trucks and other vehicles used for delivery. General and administrative
expenses have been comprised of administrative wages and benefits; occupancy and office expenses; outside legal, accounting and
other professional fees; travel and other miscellaneous office and administrative expenses. Selling and marketing expenses include
selling/marketing wages and benefits, advertising and promotional expenses, as well as travel and other miscellaneous related expenses.



Because we have
incurred losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards,
given our uncertainty of being able to utilize such loss carryforwards in future years. We anticipate incurring additional losses
during the coming year.

Results of Operations



Following is management’s
discussion of the relevant items affecting results of operations for the years ended December 31, 2013 and 2012.



Revenues. The
Company generated net revenues of $30,000 during the year ended December 31, 2013 as compared to $1,054,826 for the year
ended December 31, 2012. The decrease is mainly the result

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of the lack of funding and/or credit lines
necessary to purchase our main product, aviation jet fuel. We continue to pursue substantial funding through investment and the
application for lines of credit with financial institutions.



Cost of Sales.
Our cost of sales for the year ended December 31, 2013 was $26,895 as compared to $907,083 for the year ended December 31,
2012. Our cost of sales consisted principally of the acquisition price of fuel and other petro chemicals delivered to
customers and clients, other related services provided directly or outsourced through our affiliates, as well as operational
and staffing costs with respect thereto. The decrease is a direct correlation to the decrease in sales as described
above.



Selling, General and
Administrative Expenses. Selling, general and administrative expenses were $2,795,600 for the year ended December 31, 2013,
as compared to $13,036,694 during 2012. The decrease is mainly the result of the issuance of 4,594,101 shares of common stock to
our joint venture partners for business development and other consultants during 2012. The stock was valued at $11,779,752 and
expensed as SG&A during the third quarter of 2012. We also recorded bad debt expense in the amount of $670,000 which we set
up as an allowance for doubtful accounts during the second quarter of 2012. We anticipate that SG&A expenses will increase
commensurate with an increase in our operations.



Other Income
(Expense). The Company had net other expense of $1,350,147 for the year ended December 31, 2013 compared to net other
expense of $848,180 for the year ended December 31, 2012. During 2013, other expenses incurred were comprised primarily of
interest expenses related to notes payable in the amount of $1,163,292 which includes the amortization of debt discount of
$657,161 and non- cash interest related to note payable of $464,442. The Company also recorded a gain on the change in fair
value of a derivative liability of $233,667.



Liquidity and Capital Resources



As of December 31, 2013,
our primary source of liquidity consisted of $-0- in cash and cash equivalents. We hold most of our cash reserves in local checking
accounts with local financial institutions. Since inception, we have financed our operations through a combination of short and
long-term loans, and through the private placement of our common stock.



We have sustained
significant net losses which have resulted in an accumulated deficit at December 31, 2013 of $55,985,447, negative working
capital (excess of current liabilities over current assets) of $5,849,880 and are currently experiencing a substantial
shortfall in operating capital which raises doubt about our ability to continue as a going concern. We generated a net loss
for the year ended December 31, 2013 of $4,142,642 compared to a net loss in 2012 of $19,737,541. Without additional
revenues, working capital loans, or equity investment, there is substantial doubt as to our ability to continue
operations.



We believe these conditions
have resulted from the inherent risks associated with small public companies. Such risks include, but are not limited to, the ability
to (i) generate revenues and sales of our products and services at levels sufficient to cover our costs and provide a return for
investors, (ii) attract additional capital in order to finance growth, and (iii) successfully compete with other comparable companies
having financial, production and marketing resources significantly greater than those of the Company.



We believe that our capital
resources are insufficient for ongoing operations, with minimal current cash reserves, particularly given the resources necessary
to expand our fuel brokerage business. We will likely require considerable amounts of financing to make any significant advancement
in our business strategy. There is presently no agreement in place that will guarantee financing for our

Table of Contents14







Company, and we cannot assure you that we will
be able to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity
financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect our Company
and our business, and may cause us to substantially curtail or even cease operations. Consequently, you could incur a loss of your
entire investment in the Company.



Off-Balance Sheet Arrangements



We do not have any off-balance
sheet arrangements.



Critical Accounting Policies



Financial Reporting Release
No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation
of their financial statements. While all these significant accounting policies impact our consolidated financial condition and
results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that
have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment
and estimates. Actual results may differ from those estimates.



We believe that given current
facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material
effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.



We believe the following
more critical accounting policies are used in the preparation of our consolidated financial statements:



Principles
of Consolidation.

The consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States
(“US GAAP”) and include the Company and its wholly-owned subsidiaries. All inter-company accounts and
transactions have been eliminated.



Concentrations of Credit
Risk

For the year ended
December 31, 2013 and 2012, one customer accounted for 100% and 98% of total revenue, respectively, representing a material
amount of customer concentration. For the year ended December 31, 2013 and 2012, one disputed customers accounted for 100% of
total accounts receivable, representing a material amount of credit risk.



Cash and Cash Equivalents

Cash Equivalents include
short-term, highly liquid investments with maturities of three months or less at the time of acquisition.



Accounts Receivable

Accounts receivable
are recorded net of the allowance for doubtful accounts of $670,000 as of December 31, 2013 and 2012, respectively. The
Company generally offers 30-day credit terms on sales to its customers and requires no collateral. The Company maintains an
allowance for doubtful accounts which is determined based on a number of factors, including each customer’s financial
condition, general economic trends and management judgment.



Revenue Recognition

Revenue from the sale of
fuel is recognized when the sales price is fixed or determinable, collectability is reasonably assured and title passes to the
customer, which is when the delivery of fuel is

Table of Contents15







made to our customer directly from us, the
supplier or a third-party subcontractor. Our fuel sales are generated principally as a fuel reseller, although at some point we
intend to have inventories from which we may make deliveries. When acting as a fuel reseller, we generally purchase fuel from the
supplier, mark it up and contemporaneously resell the fuel to the customer, normally taking delivery for purchased fuel at the
same place and time as the delivery is made to the customer. We record the gross sale of the fuel as we generally take inventory
risk, have latitude in establishing the sales price, have discretion in the supplier selection, maintain credit risk and are the
primary obligor in the sales arrangement. Returns or discounts, if any, are netted against gross revenues. For the years ended
December 31, 2013 and 2012, sales are recorded net of the allowance for returns and discounts of $-0-.



Use of Estimates.

The preparation of financial
statements in conformity with accounting principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could
differ from those estimates. On a periodic basis, management reviews those estimates, including those related to valuation allowances,
loss contingencies, income taxes, and projection of future cash flows.



Advertising

The Company follows the
policy of charging the costs of advertising to expense as incurred. Advertising expense is included in cost of sales in the consolidated
statements of operations as it relates directly to the revenues associated with events managed by the Company. Advertising expense
for the years ended December 31, 2013 and 2012 was $-0-.



Basic and Fully Diluted
Net Loss Per Share

The basic income (loss)
per share of common stock is based on the weighted average number of shares issued and outstanding during the period of the financial
statements. The Company has no common stock equivalents outstanding.



Research and Development.

Research and development
costs are charged to operations when incurred and are included in operating expenses.



Recent Accounting Pronouncements

We have reviewed accounting
pronouncements issued during the past two years and have adopted any that are applicable to our company. We have determined that
none had a material impact on our consolidated financial statements.



Financial
Instruments

On January 1, 2008, the
Company adopted FASB ASC 820-10-50, “Fair Value Measurements.”  This guidance defines fair value, establishes
a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value
measures.  The three levels are defined as follows:



- Level 1 inputs to the
valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.



- Level 2 inputs to the
valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable
for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.



- Level 3 inputs to valuation
methodology are unobservable and significant to the fair measurement.

Table of Contents16









The carrying amounts reported
in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments
and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and
their expected realization and their current market rate of interest.



Share Based Payments

The Company accounts for
its stock based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method.
Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service
period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an
entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities
in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled
by the issuance of those equity instruments.



There were various other
accounting standards and interpretations recently issued, none of which are expected to a have a material impact on the Company's
consolidated financial position, operations or cash flows.



MANAGEMENT’S PLAN TO CONTINUE AS A
GOING CONCERN



In order to continue as
a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such
resources for the Company include (1) obtaining capital from the sale of its securities, and (2) short-term borrowings from shareholders
or related party when needed. However, management cannot provide any assurance that the Company will be successful in accomplishing
any of its plans.



The ability of the Company
to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph
and eventually secure other sources of financing and attain profitable operations.



Our independent registered
public accounting firm’s report contains and explanatory paragraph which has expressed substantial doubt about our ability
to continue as a going concern, which may hinder our ability to obtain future financing.



Forward-Looking Statements



This report contains or
incorporates by reference forward-looking statements within the meaning of the United States Private Securities Litigation Reform
Act of 1995 concerning our future business plans and strategies, the receipt of working capital, future revenues and other statements
that are not historical in nature. In this report, forward-looking statements are often identified by the words “anticipate,”
“plan,” “believe,” “expect,” “estimate,” and the like. These forward-looking statements
reflect our current beliefs, expectations and opinions with respect to future events, and involve future risks and uncertainties
which could cause actual results to differ materially from those expressed or implied.



Other uncertainties that
could affect the accuracy of forward-looking statements include:



| | • | the worldwide
economic situation;
| | - | ---------------------------------

| | • | any changes in
interest rates or inflation;
| | - | -------------------------------------------



| | • | the willingness and ability of third parties to honor their contractual
commitments;
| | - | ------------------------------------------------------------------------------------

Table of Contents17









| | • | our ability to raise additional capital, as it may be affected by
current conditions in the  stock market and competition for risk capital;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

| | • | our capital expenditures, as they may be affected by delays or cost
overruns;
| | - | -----------------------------------------------------------------------------

| | • | environmental and other regulations, as the same presently exist
or may later be amended;
| | - | -----------------------------------------------------------------------------------------

| | • | our ability to identify, finance and integrate any future acquisitions;
and
| | - | ---------------------------------------------------------------------------

| | • | the volatility of our common stock price.
| | - | -----------------------------------------



This list is not exhaustive
of the factors that may affect any of our forward-looking statements. You should read this report completely and with the understanding
that our actual future results may be materially different from what we expect. These forward-looking statements represent our
beliefs, expectations and opinions only as of the date of this report. We do not intend to update these forward looking statements
except as required by law. We qualify all of our forward-looking statements by these cautionary statements.



ITEM 7A.   QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

Not Applicable.





























Table of Contents18





ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.



|CONTENTS                                               
|-------------------------------------------------------
|                                                       
|Report of Independent Registered Public Accounting Firm
|                                                       
|Consolidated Balance Sheets                            
|                                                       
|Consolidated Statements of Operations                  
|                                                       
|Consolidated Statements of Stockholders’ Deficit       
|                                                       
|Consolidated Statements of Cash Flows                  
|                                                       
|Notes to the Consolidated Financial Statements         































Table of Contents19









REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM







To the Board of Directors and Stockholders of

Fuelstream, Inc.



We have audited the
accompanying consolidated balance sheets of Fuelstream, Inc. (the “Company”) as of December 31, 2013 and 2012, and
the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the two years in
the period ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We have conducted our
audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are
free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provides a reasonable basis for our opinion.

In our
opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Fuelstream, Inc. as of December 31, 2013 and 2012, and the consolidated results of their operation and cash flow for
each of the two years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in
the United States of America.

The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has sustained substantial net losses and stockholders’ deficit. These conditions
raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also
are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty.







/s/RBSM LLP





New York, NY

March 31, 2014









Table of Contents20









|FUELSTREAM, INC.                                                                           
|-------------------------------------------------------------------------------------------
|Consolidated Balance Sheets                                                                
|                                                                                           
|ASSETS                                                                                     
|                                                                                           
|                                                                                           
|                                                                                           
|CURRENT ASSETS                                                                             
|                                                                                           
|Cash and cash equivalents                                                                  
|Accounts receivable, net of allowance                                                      
|                                                                                           
|Total Current Assets                                                                       
|                                                                                           
|TOTAL ASSETS                                                                               
|                                                                                           
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                      
|                                                                                           
|CURRENT LIABILITIES                                                                        
|                                                                                           
|Accounts payable                                                                           
|Due to related parties                                                                     
|Accrued expenses                                                                           
|Convertible debenture/notes payable - short
    term (net of                               
|discount of $286,751 and $-0-, respectively)                                               
|Convertible notes payable - related parties                                                
|Notes payable                                                                              
|Notes payable - related parties                                                            
|Derivative liability                                                                       
|                                                                                           
|Total Current Liabilities                                                                  
|                                                                                           
|LONG TERM LIABILITIES                                                                      
|                                                                                           
|Convertible debenture/notes payable (net of
    discount of                                
|$50,082 and $262,006, respectively)                                                        
|Derivative liability                                                                       
|                                                                                           
|Total Long Term Liabilities                                                                
|                                                                                           
|TOTAL LIABILITIES                                                                          
|                                                                                           
|STOCKHOLDERS' DEFICIT                                                                      
|                                                                                           
|Preferred stock, $0.0001 par value; 200 shares                                             
|authorized, 200 and 200 shares issued and outstanding                                      
|Common stock, $0.0001 par value; 150,000,000                                               
|and 50,000,000 shares authorized, 37,709,552
    and                                       
|15,216,848 shares issued and outstanding, respectively                                     
|Additional paid-in capital                                                                 
|Accumulated deficit                                                                        
|                                                                                           
|Total Stockholders' Deficit                                                                
|                                                                                           
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                
|                                                                                           
|The accompanying notes are
    an integral part of these consolidated financial statements.





Table of Contents21









|FUELSTREAM, INC.                                                                           
|-------------------------------------------------------------------------------------------
|Consolidated Statements of Operations                                                      
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|NET SALES                                                                                  
|                                                                                           
|COST OF SALES                                                                              
|                                                                                           
|GROSS MARGIN                                                                               
|                                                                                           
|SELLING, GENERAL AND                                                                       
|ADMINISTRATIVE EXPENSES                                                                    
|                                                                                           
|Impairment of goodwill                                                                     
|Selling, general and administrative                                                        
|                                                                                           
|Total Selling, General and                                                                 
|Administrative Expenses                                                                    
|                                                                                           
|LOSS FROM OPERATIONS                                                                       
|                                                                                           
|OTHER INCOME (EXPENSES)                                                                    
|                                                                                           
|Gain on forgiveness of debt                                                                
|Gain (Loss) on change in fair value of derivative
    liability                            
|Non-cash finance charge                                                                    
|Interest expense (including amortization of
    debt discount                              
|of $657,161, and $107,994, respectively)                                                   
|                                                                                           
|Total Other (Expenses)                                                                     
|                                                                                           
|LOSS BEFORE INCOME TAXES                                                                   
|                                                                                           
|INCOME TAX EXPENSE                                                                         
|                                                                                           
|NET LOSS                                                                                   
|                                                                                           
|BASIC AND DILUTED:                                                                         
|Net loss per common share                                                                  
|                                                                                           
|Weighted average shares outstanding                                                        
|                                                                                           
|The accompanying notes are
    an integral part of these consolidated financial statements.





Table of Contents22









|FUELSTREAM, INC.                                                                      
|--------------------------------------------------------------------------------------
|Consolidated Statements of
    Stockholders' Deficit                                  
|For the Period January 1,
    2012 through December 31, 2013                          
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Balance, January 1, 2012                                                              
|                                                                                      
|Common stock issued for acquisition                                                   
|of Aviation Fuel International, Inc.                                                  
|                                                                                      
|Common stock issued for acquiring interest                                            
|in business in September 2012                                                         
|                                                                                      
|Common stock issued for services and along                                            
|with note payable, September 2012                                                     
|                                                                                      
|Common stock issued for services,                                                     
|October 2012                                                                          
|                                                                                      
|Common stock issued for services,                                                     
|November 2012                                                                         
|                                                                                      
|Beneficial conversion feature relating to                                             
|convertible debt                                                                      
|                                                                                      
|Fair value of vested options                                                          
|                                                                                      
|Net loss for the year ended                                                           
|December 31, 2012                                                                     
|                                                                                      
|Balance, December 31, 2012                                                            
|                                                                                      
|Common stock issued for services,                                                     
|January 2013                                                                          
|                                                                                      
|Fair value of vested options                                                          
|                                                                                      
|Common stock issued for services,                                                     
|May 2013                                                                              
|                                                                                      
|Common stock issued for conversion of debt                                            
|                                                                                      
|Common stock issued for services,                                                     
|August 2013                                                                           
|                                                                                      
|Common stock issued for services,                                                     
|October 2013                                                                          
|                                                                                      
|Common stock issued for services,                                                     
|November 2013                                                                         
|                                                                                      
|Beneficial conversion feature relating to                                             
|convertible debt                                                                      
|                                                                                      
|Common stock sold for cash                                                            
|                                                                                      
|Net loss for the year ended                                                           
|December 31, 2013                                                                     
|                                                                                      
|Balance, December 31, 2013                                                            
|                                                                                      
|The accompanying notes are an integral part of these consolidated financial statements





Table of Contents23











|FUELSTREAM, INC.                                                                            
|--------------------------------------------------------------------------------------------
|Consolidated Statements of
    Cash Flows                                                   
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       
|                                                                                            
|Net loss                                                                                    
|Adjustments to reconcile net loss to net                                                    
|cash used in operating activities:                                                          
|Notes payable related party issued for services                                             
|Gain on forgiveness of debt                                                                 
|Common stock issued for services and finance
    expenses                                   
|Stock based compensation                                                                    
|Operating expenses incurred by noteholders on
    behalf of the Company                     
|Non-cash interest expenses                                                                  
|Change in fair value of derivative liability                                                
|Amortization of debt discounts                                                              
|Impairment of goodwill                                                                      
|Bad debt expense                                                                            
|Changes in operating assets and liabilities:                                                
|Accounts receivable                                                                         
|Accounts payable and accrued expenses                                                       
|Due to related parties                                                                      
|                                                                                            
|Net Cash Used in Operating Activities                                                       
|                                                                                            
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                       
|                                                                                            
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       
|                                                                                            
|Proceeds from sale of common stock                                                          
|Net proceeds from notes payable                                                             
|Payments on notes payable                                                                   
|                                                                                            
|Net Cash Provided by Financing Activities                                                   
|                                                                                            
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                        
|                                                                                            
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                              
|                                                                                            
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                                    
|                                                                                            
|SUPPLEMENTAL CASH FLOW INFORMATION                                                          
|                                                                                            
|Cash Payments For:                                                                          
|                                                                                            
|Interest                                                                                    
|Income taxes                                                                                
|                                                                                            
|Non-cash investing and financing activity:                                                  
|                                                                                            
|Initial derivative liability on convertible
    note payable                                
|Beneficial conversion feature on convertible
    note credited to additional paid in capital
|Common stock issued for settlement of notes
    payable                                     
|Common stock issued for accrued expenses and
    accrued interest                           
|Reclassification from accrued interest to note
    payable - related party                  
|Accrued expenses paid by convertible noteholder                                             
|Reclassification of note and accrued interest
    from related party to non-related party   
|Reclassification from due to related party to
    convertible note payable - related party  
|Acquisition of AFI                                                                          
|Accounts receivable acquired                                                                
|Goodwill                                                                                    
|Accounts payable assumed                                                                    
|Notes payable assumed                                                                       
|Total purchase price                                                                        
|Common stock issued                                                                         
|Note payable issued - related party                                                         
|Loan receivable adjusted                                                                    
|                                                                                            
|The accompanying notes are
    an integral part of these consolidated financial statements. 





Table of Contents24









FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012





NOTE 1 - ORGANIZATION AND NATURE OF OPERATION



Fuelstream, Inc. (the “Company”)
was incorporated under the laws of the State of Delaware on July 12, 1996 under the name of “Durwood, Inc.” From April
6, 1999 to April 9, 2010, the Company operated as a sports marketing firm under the name of “Sportsnuts.” Inc. On April
9, 2010, the Company changed its name to Fuelstream, Inc. and changed its business model to become a fuel transportation and logistics
company.



On April 11, 2011, the Company entered
into a joint venture agreement (“Joint Venture”) with Aviation Fuel International, Inc., a Florida corporation (“AFI”)
and a purchaser and reseller of aviation fuel for commercial and private aircraft. The Joint Venture required the Company to contribute
up to $200,000 in respect of supplying aviation fuel to various commercial aircraft via tanker trucks which were intended to be
acquired by the Joint Venture. The Company ultimately contributed $183,500 in connection with the Joint Venture. On January 18,
2012, the Joint Venture was terminated upon completion of the acquisition of AFI, which is now a wholly-owned subsidiary of the
Company (refer to note 3)



On May 10, 2012, the Company along
with two partners formed AFI South Africa LLC (“AFI SA”), immediately the Company purchased shares of the other partners
to become 100% owner of AFI SA (refer to note 3). AFI SA was effective as Limited Liability Company under the Act by the filing
organization with the office of the Secretary of State of Florida on May 11, 2012. The Company has been organized for the purpose
of partnering with Global Aviation for brokering the sale of Fuel for aircraft in South Africa.



NOTE 2 - GOING CONCERN CONSIDERATIONS



The accompanying consolidated
financial statements have been prepared using generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the normal course of business. The accumulated
deficit as of December 31, 2013 was $55,985,447 and the total stockholders’ deficit at December 31, 2013 was $5,854,798
and had working capital deficit, continued losses, and negative cash flows from operations. These factors combined, raise
substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to address and
alleviate these concerns are as follows:



The Company’s management continues
to develop a strategy of exploring all options available to it so that it can develop successful operations and have sufficient
funds, therefore, as to be able to operate over the next twelve months. The Company is attempting to improve these conditions by
way of financial assistance through issuances of additional equity and by generating revenues by facilitating the sale of aircraft
fuel. No assurance can be given that funds will be available, or, if available, that it will be on terms deemed satisfactory to
management. The ability of the Company to continue as a going concern is dependent upon its ability to successfully increase market
share, margins on fuel resales, and greater industry visibility.



NOTE 3 - ACQUISITION



On January 18, 2012 the Company completed
the acquisition of 100% of the equity of Aviation Fuel International, Inc., a Florida corporation (“AFI”). AFI is a
purchaser and reseller of aviation fuel for commercial and private aircraft. The consideration for the acquisition of AFI consisted
of

Table of Contents25







FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



7,400,000 shares of restricted common
stock, loan receivable adjusted for $183,500 and a note payable in the amount of $1,000,000. As part of the acquisition, the Company
recorded goodwill in the amount of $6,000,410.



|                             |  |           | Amount          
|---------------------------- |  | --------- | ----------------
|Accounts receivable acquired |  |           | $  850,000      
|Goodwill acquired            |  |           | 6,000,410       
|Less liabilities assumed     |  |           |                 
|Note payable acquired        |  | 1,356,300 |                 
|Accounts payable acquired    |  | 536,610   |                 
|Net liabilities assumed      |  |           | (1,892,910)     
|Total Purchase price         |  |           | $      4,957,500
|                             |  |           |                 



The total purchase price was $4,957,500
which was paid by issuance of 7,400,000 shares of common stock, payment adjusted through loan receivable of $183,500 and issuance
of note payable of $1,000,000.



Goodwill represents the excess of
the purchase price over the fair value of the net identifiable tangible assets acquired. As of December 31, 2012, the Company impaired
the total goodwill. Management performed impairment analysis in fourth quarter of 2012 and decided to write off goodwill. Following
is a pro-forma unaudited consolidated statement of operations for the year ended December 31, 2012 as though the acquisition of
AFI had occurred at the beginning of the period.





|                                    |  | For the Year Ended
|----------------------------------- |  | ------------------
|                                    |  | December 31,      
|                                    |  | 2012              
|                                    |  |                   
|NET SALES                           |  | $                 
|                                    |  |                   
|COST OF SALES                       |  |                   
|                                    |  |                   
|GROSS MARGIN                        |  |                   
|                                    |  |                   
|Total Selling, General and          |  |                   
|Administrative
    Expenses         |  |                   
|                                    |  |                   
|LOSS FROM OPERATIONS                |  |                   
|                                    |  |                   
|Total Other Income (Expenses)       |  |                   
|                                    |  |                   
|LOSS BEFORE INCOME TAXES            |  |                   
|                                    |  |                   
|INCOME TAX EXPENSE                  |  |                   
|                                    |  |                   
|NET LOSS                            |  | $                 
|                                    |  |                   
|BASIC AND DILUTED:                  |  |                   
|Net loss per common share           |  | $                 
|                                    |  |                   
|Weighted average shares outstanding |  |                   





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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



On May 10, 2012, the Company along
with two partners formed AFI South Africa LLC (“AFI SA”), during the year itself the Company purchased shares of the
other partners to become 100% owner of AFI SA. AFI SA was effective as Limited Liability Company under the Act by the filing organization
with the office of the Secretary of State of Florida on May 11, 2012. The Company has been organized for the purpose of partnering
with Global Aviation for brokering the sale of Fuel for aircraft in South Africa.



On September 2012, the Company issued
2,063,550 shares of Common stock to the partner to purchase there 20% interest in AFI SA. The Company charged to operation the
fair value of the shares issued of $5,158,875.



NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES



| | a. | Principles of Consolidation
| | -- | ---------------------------



The consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and
include the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated.



| | b. | Concentrations of Credit Risk
| | -- | -----------------------------



For the year ended December
31, 2013 and 2012, one customer accounted for 100% and 98% of total revenue, respectively, representing a material amount of
customer concentration. For the year ended December 31, 2013 and 2012, one disputed customers accounted for 100% of total
accounts receivable, representing a material amount of credit risk.



| | c. | Cash and Cash Equivalents
| | -- | -------------------------



Cash Equivalents include short-term,
highly liquid investments with maturities of three months or less at the time of acquisition.



| | d. | Accounts Receivable
| | -- | -------------------



Accounts receivable are
recorded net of the allowance for doubtful accounts of $670,000 as of December 31, 2013 and 2012, respectively. The Company
generally offers 30-day credit terms on sales to its customers and requires no collateral. The Company maintains an allowance
for doubtful accounts which is determined based on a number of factors, including each customer’s financial condition,
general economic trends and management judgment.



| | e. | Revenue Recognition
| | -- | -------------------



Revenue from the sale of fuel is
recognized when the sales price is fixed or determinable, collectability is reasonably assured and title passes to the customer,
which is when the delivery of fuel is made to our customer directly from us, the supplier or a third-party subcontractor. Our fuel
sales are generated principally as a fuel reseller, although at some point we intend to have inventories from which we may make
deliveries. When acting as a fuel reseller, we generally purchase fuel from the supplier, mark it up and contemporaneously resell
the fuel to the customer, normally taking delivery for purchased fuel at the same place and time as the delivery is made to the
customer. We record the gross sale of the fuel as we generally take inventory risk, have latitude in establishing the sales price,
have discretion in the supplier selection, maintain credit risk and are the

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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



primary obligor in the sales
arrangement. Returns or discounts, if any, are netted against gross revenues. For the years ended December 31, 2013 and 2012,
sales are recorded net of the allowance for returns and discounts of $-0-.



| | f. | Estimates
| | -- | ---------



The preparation of the consolidated
financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates.



| | g. | Advertising
| | -- | -----------



The Company follows the policy of
charging the costs of advertising to expense as incurred. Advertising expense is included in cost of sales in the consolidated
statements of operations as it relates directly to the revenues associated with events managed by the Company. Advertising expense
for the years ended December 31, 2013 and 2012 was $-0-.



| | h. | Basic
and Fully Diluted Net Loss Per Share
| | -- | ------------------------------------------



|                                            |  | For the Years Ended December 31,
|------------------------------------------- |  | --------------------------------
|                                            |  | 2013                            
|Basic and fully diluted net loss per share: |  |                                 
|                                            |  |                                 
|Loss (numerator)                            |  | $                               
|Shares (denominator)                        |  |                                 
|Per share amount                            |  | $                               



The basic income (loss) per
share of common stock is based on the weighted average number of shares issued and outstanding during the period of the financial
statements. Diluted EPS assumes the exercise of stock option and the conversion of convertible debt, provided the effect is not
antidilutive. The effect of computing diluted loss per share is anti-dilutive and, as such, basic and diluted loss per share is
the same for the years ended December 31, 2013 and 2012.



| | i. | Income Taxes
| | -- | ------------



The Financial Accounting Standards
Board (FASB) has issued FASB ASC 740-10.  FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized
in an enterprise's financial statements.  This standard requires a company to determine whether it is more likely than not
that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position.  If
the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the
financial statements.  As a result of the implementation of this standard, the Company performed a review of its material
tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.



Deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit
carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the

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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



differences between the reported
amounts of assets and liabilities and their tax basis.  Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
 Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.



At December 31, 2013 the Company
had net operating loss carryforwards of approximately $14,639,000 that may be offset against future taxable income through 2033.
No tax benefits have been reported in the financial statements, because the potential tax benefits of the net operating loss carry
forwards are offset by a valuation allowance of the same amount.



Due to the change in ownership provisions
of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual
limitations.



Should a change in ownership occur,
net operating loss carryforwards may be limited as to use in the future.



Net
deferred tax assets consist of the following components as of December 31, 2013 and 2012:



|                       |  | 2013 |            | 2012
|---------------------- |  | ---- | ---------- | ----
|Deferred tax assets:   |  |      |            |     
|NOL Carryover          |  | $    | 6,250,000  |     
|Valuation allowance    |  |      | (6,250,000 | )   
|                       |  |      |            |     
|Net deferred tax asset |  | $    | —          |     



The actual provision for income
taxes differs from the amount computed by applying the federal statutory rate to losses before income taxes at December 31, 2013
and 2012, as follows:



|                                         |  | 2013 |      | 2012
|---------------------------------------- |  | ---- | ---- | ----
|Federal income taxes at statutory rate   |  |      | (34  | )%  
|State income tax, net of federal benefit |  |      | (8.7 | )   
|Permanent differences                    |  |      | 0    |     
|Valuation allowance                      |  |      | 42.7 | %   



The income tax provision differs
from the amount of income tax determined by applying the U.S. federal and state income tax rates of 34% to pretax income from continuing
operations for the years ended December 31, 2013and 2012 due to the following:



|                      |  | 2013 |            | 2012
|--------------------- |  | ---- | ---------- | ----
|Current Federal Tax   |  | $    | —          |     
|Current State Tax     |  |      | —          |     
|Change in NOL Benefit |  |      | 1,005,000  |     
|Valuation allowance   |  |      | (1,005,000 | )   
|                      |  | $    | —          |     



At December 31, 2013, the Company
had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.



The Company did not have any
tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase
or decrease within the next 12 months.

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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



The Company includes interest
and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes.
 As of December 31, 2013 and 2012, the Company had no accrued interest or penalties related to uncertain tax positions.



The tax years that remain subject
to examination by major taxing jurisdictions are those for the years ended December 31, 2013, 2012 and 2011.



| | j. | Reclassifications
| | -- | -----------------



Certain amounts in the accompanying
consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications have
no material affect on the consolidated financial statements.



| | k. | Accrued Expenses
| | -- | ----------------



Accrued expenses consisted of the
following:



|                                      |  | December 31,
|------------------------------------- |  | ------------
|                                      |  | 2013        
|                                      |  |             
|Accrued compensation                  |  | $           
|Misc. loans payable                   |  |             
|Accrued interest – related party      |  |             
|Accrued interest- on note payable     |  |             
|Accrued interest- on accounts payable |  |             
|Total accrued expenses                |  | $           



| | l. | Recent Accounting Pronouncements
| | -- | --------------------------------



We have reviewed accounting pronouncements
issued during the past two years and have adopted any that are applicable to our company. We have determined that none had a material
impact on our consolidated financial position, results of operations, or cash flows for the years ended December 31, 2013 and 2012.



| | m. | Financial Instruments
| | -- | ---------------------



On January 1, 2008, the Company
adopted FASB ASC 820-10-50, “Fair Value Measurements.”  This guidance defines fair value, establishes a
three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.
 The three levels are defined as follows:



- Level 1 inputs to the valuation methodology
are quoted prices (unadjusted) for identical assets or liabilities in active markets.



- Level 2 inputs to the valuation methodology
include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability,
either directly or indirectly, for substantially the full term of the financial instrument.



- Level 3 inputs to valuation methodology
are unobservable and significant to the fair measurement.

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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



The carrying amounts reported in
the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments
and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and
their expected realization and their current market rate of interest.



| | n. | Share Based Payments
| | -- | --------------------



The Company accounts for its stock
based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under
this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service
period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an
entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities
in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled
by the issuance of those equity instruments.



NOTE 5 - ACCOUNTS
RECEIVABLE



Accounts receivable
at December 31, 2013 and 2012 are as follow:



|                                       |  | 2013
|-------------------------------------- |  | ----
|Accounts receivable(on acquisition)    |  | $   
|                                       |  |     
|Less: allowance on accounts receivable |  |     
|Accounts receivable, net               |  | $   



|                                      |  | 2012
|------------------------------------- |  | ----
|Accounts receivable (on acquisition)  |  | $   
|                                      |  |     
|Less:allowance on accounts receivable |  |     
|Accounts receivable, net              |  | $   



The Company was involved in disputes with the above
accounts receivable and has filed a lawsuit (refer to note 15)



NOTE 6 - ACCOUNTS
PAYABLE



The accounts payable of
$826,832, as of December 31, 2013, includes two parties who are seeking motion for entry for final garnishment judgment, The
Company has assumed these two accounts payable with the acquisition of AFI (refer to note 3). Per court order interest is
calculated at rate of 6% per annum on $325,138 on one of the accounts payable and 18% on $211,471 of the second accounts
payable. Accrued interest of $129,028 has been accounted and accrued in accrued expenses.



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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



NOTE 7 - NOTES PAYABLE



|Notes payable consisted of the following:                                                                          |  |                   |            |                  
|------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ---------- | -----------------
|                                                                                                                   |  | December 31, 2013 |            | December 31, 2012
|Notes payable, issued on May 6, 2011, unsecured, interest at 10%per annum, due on demand.                          |  | $                 | 59,500     |                  
|Notes payable, issued on August 25, 2010, unsecured, interest at 10%per
    annum due on demand.                   |  |                   | 172,500    |                  
|Notes payable issued on May 25, 2012, secured, interest at 6%per annum, due on November 14, 2012, is in default(1) |  |                   | —          |                  
|Notes payable issued on January 28, 2012 to individual, unsecured, interest included, due on demand.(2)            |  |                   | —          |                  
|Notes payable issued on October 18, 2010 to individual, unsecured, interest at 15% per annum, due on demand.(3)    |  |                   | 786,300    |                  
|Notes payable issued on October 5, 2013 to individual, unsecured, interest at 8% per annum, due on demand.         |  |                   | 28,500     |                  
|Notes payable issued on October 17, 2013 to a company, unsecured, interest at 16% per annum, due on demand.        |  |                   | 5,000      |                  
|Notes payable issued on March 5, 2013 to individual, unsecured, interest at 8% per annum, due on demand.           |  |                   | 7,500      |                  
|Notes payable issued on July 1, 2013 to a company, unsecured, interest at 8% per annum, due on demand.             |  |                   | 28,082     |                  
|Notes payable issued on October 4, 2013 to a company, unsecured, interest at 8% per annum, due on demand.          |  |                   | 6,000      |                  
|                                                                                                                   |  |                   |            |                  
|Total notes payable                                                                                                |  |                   | 1,093,382  |                  
|Less: current portion                                                                                              |  |                   | (1,093,382 | )                
|Long-term notes payable                                                                                            |  | $                 | —          |                  
|Maturities of notes payable are as follows:                                                                        |  |                   |            |                  
|Year Ending December 31,                                                                                           |  |                   |            |                  
|2014                                                                                                               |  |                   |            |                  
|Total                                                                                                              |  |                   |            |                  





Accrued interest on notes payable
for the years ended December 31, 2013 and 2012 was $363,507 and $219,978, respectively.



| | 1) | This note payable was guaranteed by one of the shareholder. In the
year 2012, the Company also issued 25,000 shares of Common stock as a consideration for the note which was fair valued at market
rate for $62,500 and charged to expenses. The $50,000 note and the accrued interest of $3,296 were converted to stock by issuance
of 580,000 shares of common stock of the Company during the year ended December 31, 2013
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



| | 2) | This note payable was assumed on the acquisition of AFI. The original
owner of AFI has pledge 1.2 million shares of the Company in escrow account.. The note was converted to stock by issuance of 2,100,000
shares of common stock of the Company during the year ended December 31, 2013
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3) | This Note payable was assumed on the acquisition of AFI. The Company
is negotiating a settlement agreement for $786,300, inclusive of all interest on the date of settlement.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



NOTE 8 - CONVERTIBLE
DEBENTURE/NOTES PAYABLE





|                                                                                                                                                                                                                                                                                                                         |  | 2013 |         | 2012
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ------- | ----
|Notes payable issued on March 21, 2012, unsecured, interest included, due on March 21, 2014,convertible into common stock at $1.00 per share (less unamortized debt discount of $12,616 and $151,869 , respectively)                                                                                                     |  | $    | 92,384  |     
|                                                                                                                                                                                                                                                                                                                         |  |      |         |     
|Convertible debenture issued on October 2, 2012, unsecured, interest included, due on October 2,  2015, convertible into common stock at 60% of the lowest closing bid price for the twenty trading days immediately preceding the date of conversion, (less unamortized debt discount of $0 and $110,137, respectively) |  |      | —       |     
|                                                                                                                                                                                                                                                                                                                         |  |      |         |     
|Convertible note issued on March 2013, unsecured, interest at 8%, due on October 05, 2013, in default.                                                                                                                                                                                                                   |  |      | 10,000  |     
|                                                                                                                                                                                                                                                                                                                         |  |      |         |     
|Convertible note issued on July 2013, August 2013 and October 2013, unsecured, interest at 8%, due on April 22, 2014, May 27, 2014 and July 25, 2014. Unamortized debt discount of $92,011 and $0, respectively                                                                                                          |  |      | 81,989  |     
|                                                                                                                                                                                                                                                                                                                         |  |      |         |     
|Convertible note issued on October 2013 and December 2013, unsecured, zero interest if paid on or before 90 days otherwise one time interest charge of 12%, due on October 2, 2015 and December 2, 2015. Unamortized debt discount of $50,082 and $0, respectively                                                       |  |      | 4,918   |     
|                                                                                                                                                                                                                                                                                                                         |  |      |         |     
|Convertible note issued on October 2013, unsecured, interest at 6%, due on October 13, 2014. Unamortized debt discount of $23,507 and $0, respectively                                                                                                                                                                   |  |      | 6,493   |     
|                                                                                                                                                                                                                                                                                                                         |  |      |         |     
|Convertible note issued on December 2013, unsecured, interest at 8%, due on December 12, 2014. Unamortized debt discount of $58,299 and $0, respectively                                                                                                                                                                 |  |      | 3,201   |     
|                                                                                                                                                                                                                                                                                                                         |  |      |         |     
|Convertible note issued on December 2013, unsecured, interest at 6%, due on December 12, 2014. Unamortized debt discount of $100,317 and $0, respectively                                                                                                                                                                |  |      | 32,183  |     
|Total notes payable                                                                                                                                                                                                                                                                                                      |  |      | 231,168 |     
|Less: current portion                                                                                                                                                                                                                                                                                                    |  |      | (4,918  | )   
|Long-term convertible debenture/notes payable                                                                                                                                                                                                                                                                            |  | $    | 226,250 |     





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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



Convertible note issued March
21, 2012



On March 21, 2012, the Company issued
a $250,000 Convertible Promissory Note which is convertible into 250,000 shares of the Company’s common stock at the holder’s
option, at $1.00 per share.



In accordance with ASC 470-20, the
Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds
equal to the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of
$250,000 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional paid-in
capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is charged to current
period operations as interest expense using the effective interest method over the term of the note.



During the years ended December
31, 2013 and 2012, the Company amortized $139,252 and $98,131 current period operations as interest expense, respectively, inclusive
of debt discount amortization. In the year 2012 the holder of the promissory note made payments of $200,000 directly to vendors
of the Company for purchase of fuel and paid $50,000 directly to the Company. As part of the joint venture agreement the Company
has agreed to pay 50% of all the profits generated by all the fuel transactions in South Africa. As of December 31, 2012 the Company
has accounted and paid $48,153 to the joint venture partner



On December 12, 2013, the Note holder
assigned $145,000 of its note to another note holder (as mentioned below).



Convertible debenture issued
October 2, 2012



On October 2, 2012, the Company
issued a $120,000 Convertible Promissory Note which bears interest at a rate of 6% and is convertible into the Company’s
common stock at the holder’s option, at the conversion rate of60% of the lowest closing bid price for the twenty trading
days immediately preceding the date of conversion. The Company also issued 30,000 of shares along with Note which valued at market
rate for $75,000 and was charged to expenses. The Company received net $88,000 from the debenture holder and balance $32,000 were
paid towards the legal expenses and due diligence fees.



The Company identified embedded
derivatives related to the Convertible Promissory Note entered into on October 2, 2012.These embedded derivatives included certain
conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value
of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent
balance sheet date. At the inception ofthe Convertible Promissory Note, the Company determined a fair value of $182,125 of the
embedded derivative. The fair value of the embedded derivative was determined using the Binomial Lattice Model based on the following
assumptions:



|Dividend yield: |  |  | -0-   | %
|--------------- |  |  | ----- | -
|Volatility      |  |  | 313.6 | %
|Risk free rate: |  |  | 0.31  | %



In the year 2012 the initial fair
value of the embedded debt derivative of $182,125 was allocated as a debt discount up to the proceeds of the note ($120,000) with
the remainder($62,125) charged to current period operations as interest expense.



Table of Contents34







FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



On February 1, 2013, the Company
issued a $100,000 Convertible Promissory Note which bears interest at a rate of 6% and is convertible into the Company’s
common stock at the holder’s option, at the conversion rate of 60% of the lowest closing bid price for the twenty trading
days immediately preceding the date of conversion. The Company received net $90,000 from the debenture holder and balance $10,000
were paid towards the legal expenses.



The Company identified embedded
derivatives related to the Convertible Promissory Note entered into on February 1, 2013. These embedded derivatives included certain
conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value
of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent
balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $206,062 of the
embedded derivative. The fair value of the embedded derivative was determined using the Binomial Lattice Model based on the following
assumptions:



|Dividend yield: |  |  | -0-   | %
|--------------- |  |  | ----- | -
|Volatility      |  |  | 313.6 | %
|Risk free rate: |  |  | 0.31  | %



The initial fair value of the embedded
debt derivative of $206,062 was allocated as a debt discount up to the proceeds of the note ($100,000) with the remainder ($106,062)
charged to current period operations as interest expense for the year ended December 31, 2013.



During the year ended December 31,
2013, the Company issued common stock for converting $142,000 of a convertible note payable by issuance of 4,081,788 shares of
common stock of the Company and the balance of the convertible note of $78,000 along with accrued interest of $7,795 was paid in
cash. Derivative liability as of date of conversion of $334,082 was transferred to additional paid in capital included in the value
of shares issued. Excess value of shares over the converted value of note for $24,235 was charged to non-cash interest expenses.



At December 31, 2013 and 2012, the
Company adjusted the recorded fair value of the derivative liability to market on both notes resulting in non-cash, non-operating
gains of $137,570 and $0, respectively.



During the years ended December
31, 2013 and 2012, the Company amortized $210,137 and $9,863 to current period operations as interest expense, respectively.



Convertible debenture July 2013,
August 2013 and October 2013



On July 19, 2013, the Company issued
a $78,500 Convertible Promissory Note which bears interest at a rate of 8%, due on April 22, 2014 and is convertible into the Company’s
common stock at the holder’s option, at the conversion rate of 60% of the lowest three day trading price for ten trading
days immediately preceding the date of conversion. Any amount of principal or interest on this Note which is not paid when due
shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default
Interest”) and also has prepayment penalty clause.



On August 26, 2013, the Company
issued a $53,000 Convertible Promissory Note which bears interest at a rate of 8%, due on May 27, 2014 and is convertible into
the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest three day trading price
for ten

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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



trading days immediately preceding
the date of conversion. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the
rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”) and
also has prepayment penalty clause.



On October 23, 2013, the Company
issued a $42,500 Convertible Promissory Note which bears interest at a rate of 8%, due on July 25, 2014 and is convertible into
the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest three day trading price
for ten trading days immediately preceding the date of conversion. Any amount of principal or interest on this Note which is not
paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is
paid (“Default Interest”) and the note also has prepayment penalty clause.



The Company received a net of $135,000
from the debenture holder, $6,500 was paid towards the accrued legal expenses and due diligence fees, $7,500 toward legal and professional
fees and$25,000 was paid toward accrued professional fees.



The Company identified embedded
derivatives related to the Convertible Promissory Note entered into in July 2013, August 2013 and October 2013. These embedded
derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the
Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the
fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined
a fair value of $395,144 of the embedded derivative. The fair value of the embedded derivative was determined using the



Binomial Lattice Model based on
the following assumptions:



|Dividend yield: |  |  | -0-      | % | 
|--------------- |  |  | -------- | - | 
|Volatility      |  |  | 243%-312 | % | 
|Risk free rate: |  |  | 0.31     | % | 



The initial fair value of the embedded debt derivative
of $395,144 was allocated as a debt discount up to the proceeds of the note ($174,000) with the remainder ($221,144) charged to
current period operations as non-cash interest expense for the year ended December 31, 2013.



The fair value of the described embedded derivative of
$227,069 at December 31, 2013 was determined using the Binomial Lattice Model with the following assumptions:



|Dividend yield: |  |  | -0-         | % | 
|--------------- |  |  | ----------- | - | 
|Volatility      |  |  | 292.88      | % | 
|Risk free rate: |  |  | 0.08% -0.11 | % | 





At December 31, 2013, the Company adjusted the recorded
fair value of the derivative liability to market on both notes resulting in non-cash, non-operating gain of $118,075 for the year
ended December 31, 2013.



During the year ended December 31,
2013 and 2012, the Company amortized $81,989 and $-0-, respectively, of beneficial debt discount to the operations as interest
expense.



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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



Convertible debenture March 2013



On March 05, 2013 the Company issued
a $10,000 Convertible Promissory Note against expenses incurred, which bears interest at a rate of 8%, payable on October 05, 2013
The Maker of this Note shall have option after the affected date (October 5, 2013), in its sole discretion, to convert all or part
of the principal balance and accrued interest on this Note to common stock of the Maker at a 40% discount of the average three
lowest trading days in the ten trading days previous to the conversion.



The Company analyzed the convertible
debts for derivative accounting consideration under ASC 815 “Derivatives and Hedging” and determined that derivative
accounting is not applicable. The Company further analyzed the convertible debts for a beneficial conversion feature under ASC
470-20 on the date of the notes and determined that a beneficial conversion feature exists. The Note was in default during the
year ended December 31, 2013 and $5,000 was charged to interest expenses as penalty.



Convertible debenture October
2013 and December 2013



On October 2, 2013, the Company
issued a $35,000 Convertible Promissory Note which bears zero interest if paid on or before 90 days otherwise one time interest
charge of 12%, due on October 2, 2015 and is convertible into the Company’s common stock at the holder’s option, at
the conversion rate of 60% of the average of the lowest two day trading price for twenty five trading days immediately preceding
the date of conversion.



On December 9, 2013, the Company
issued a $20,000 Convertible Promissory Note which bears zero interest if paid on or before 90 days otherwise one time interest
charge of 12%, due on December 9, 2015 and is convertible into the Company’s common stock at the holder’s option, at
the conversion rate of 60% of the average of the lowest two day trading price for twenty five trading days immediately preceding
the date of conversion.



The Company identified
embedded derivatives related to the Convertible Promissory Note entered into in October 2013 and December 2013. These
embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments
requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory
Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory
Note, the Company determined a fair value of $108,910 of the embedded derivative. The fair value of the embedded derivative
was determined using the



Binomial Lattice Model based on
the following assumptions:



|Dividend yield: |  |  | -0-        | % |  |  |   | 
|--------------- |  |  | ---------- | - |  |  | - | 
|Volatility      |  |  | 272%-277   |   |  |  | % | 
|Risk free rate: |  |  | 0.30%-0.31 |   |  |  | % | 



The initial fair value of the embedded
debt derivative of $108,910 was allocated as a debt discount up to the proceeds of the note ($55,000) with the remainder ($53,911)
charged to current period operations as non-cash interest expense for the year ended December 31, 2013.



The fair value of the described
embedded derivative of $112,688 at December 31, 2013 was determined using the Binomial Lattice Model with the following assumptions:

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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



|Dividend yield: |  |  | -0-    | %
|--------------- |  |  | ------ | -
|Volatility      |  |  | 292.88 | %
|Risk free rate: |  |  | 0.32   | %



At December 31, 2013, the Company
adjusted the recorded fair value of the derivative liability to market on both notes resulting in non-cash, non-operating loss
of $3,778 for the year ended December 31, 2013.



During the year ended December 31,
2013 and 2012, the Company amortized $4,918 and $-0-, respectively, of beneficial debt discount to the operations as interest expense.



Convertible debenture October
2013



On October 13, 2013, the Company
issued a $30,000 Convertible Promissory Note which bears interest at a rate of 6%, due on October 13, 2014 and is convertible into
the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest five prior trading days
immediately preceding the date of conversion. Default rate of interest is 24% per annum.



The Company received a net of $26,100
from the convertible note holder, $1,500 was paid towards the legal expenses and $2,400 toward third party fees.



The Company identified embedded
derivatives related to the Convertible Promissory Note entered into in October 2013. These embedded derivatives included certain
conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value
of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent
balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $57,750 of the
embedded derivative. The fair value of the embedded derivative was determined using the



Binomial Lattice Model based on
the following assumptions:



|Dividend yield: |  |  | -0-  | %
|--------------- |  |  | ---- | -
|Volatility      |  |  | 277  | %
|Risk free rate: |  |  | 0.14 | %



The initial fair value of the embedded
debt derivative of $57,750 was allocated as a debt discount up to the proceeds of the note ($30,000) with the remainder ($27,750)
charged to current period operations as non-cash interest expense for the year ended December 31, 2013.



The fair value of the described
embedded derivative of $53,437 at December 31, 2013 was determined using the Binomial Lattice Model with the following assumptions:



|Dividend yield: |  |  | -0-    | %
|--------------- |  |  | ------ | -
|Volatility      |  |  | 292.88 | %
|Risk free rate: |  |  | 0.12   | %



At December 31, 2013, the Company
adjusted the recorded fair value of the derivative liability to market on both notes resulting in non-cash, non-operating gain
of $4,312 for the year ended December 31, 2013.

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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



During the year ended December 31,
2013 and 2012, the Company amortized $6,493 and $-0-, respectively, of beneficial debt discount to the operations as interest expense.



Convertible debenture December
2013



On December 12, 2013, the Company
issued a $61,500 Convertible Promissory Note which bears interest at a rate of 8%, due on December 12, 2014 and is convertible
into the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest three trading price
of ten prior trading days immediately preceding the date of conversion. Default rate of interest is 22% per annum.



The Company received a net of $58,500
from the convertible note holder and $3,000 was paid towards the legal expenses.



The Company identified embedded
derivatives related to the Convertible Promissory Note entered into in December 2013. These embedded derivatives included certain
conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value
of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent
balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $92,841 of the
embedded derivative. The fair value of the embedded derivative was determined using the



Binomial Lattice Model based on the
following assumptions:



|Dividend yield: |  |  | -0-  | %
|--------------- |  |  | ---- | -
|Volatility      |  |  | 272  | %
|Risk free rate: |  |  | 0.14 | %



The initial fair value of the embedded
debt derivative of $92,841 was allocated as a debt discount up to the proceeds of the note ($61,500) with the remainder ($31,341)
charged to current period operations as non-cash interest expense for the year ended December 31, 2013.



The fair value of the described
embedded derivative of $115,353 at December 31, 2013 was determined using the Binomial Lattice Model with the following assumptions:



|Dividend yield: |  |  | -0-    | %
|--------------- |  |  | ------ | -
|Volatility      |  |  | 292.88 | %
|Risk free rate: |  |  | 0.13   | %



At December 31, 2013, the Company
adjusted the recorded fair value of the derivative liability to market on both notes resulting in non-cash, non-operating loss
of $22,512 for the year ended December 31, 2013.



During the year ended December 31,
2013 and 2012, the Company amortized $3,201 and $-0-, respectively, of beneficial debt discount to the operations as interest expense.



Convertible debenture December
2013



On December 12, 2013 one of above
note holder assigned its Note of $145,000 to another holder, which bears interest at a rate of 8%, payable on December 12, 2014
and is convertible into the Company’s common stock at the holder’s option at 40% discount to the lowest trading price
in five

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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



days
prior to date of notice of conversion. Additionally in no event the floor price for the exercise can't go below $0.00004. If these
notes are converted at this rate, the number of shares issued would be in excess of the authorized limit of share issuance. If
the Borrower is unable to issue any shares under this provision due to the fact that there is an insufficient number of authorized
and unissued shares available, the Holder promises not to force the Borrower to issue these shares or trigger an Event of Default,
provided that Borrower takes immediate steps required to get the appropriate level of approval from shareholders or the board of
directors, where applicable to raise the number of authorized shares to satisfy the Notice of Conversion. In the event of default
the Company has to pay 150% time the sum of outstanding principal and accrued interest. The
note also has prepayment penalty clause.



During the year 2013, the Company
issued 527,778 shares of company common stock in exchange of convertible note of $12,500.



The Company analyzed the convertible
debts for derivative accounting consideration under ASC 815 “Derivatives and Hedging” and determined that derivative
accounting is not applicable. The Company further analyzed the convertible debts for a beneficial conversion feature under ASC
470-20 on the date of the notes and determined that a beneficial conversion feature exists. The intrinsic value of the beneficial
conversion feature was determined to be $116,483 and was recorded as debt discount. During the year ended December 31, 2013, debt
discount of $16,166 was amortized to interest expenses.



|Maturities of notes payable are as follows: |                                 |       
|------------------------------------------- | ------------------------------- | ------
|Year Ending December 31,                    |                                 | Amount
|                                            | 2014                            |       
|                                            | 2015                            |       
|                                            | Total                           |       
|                                            | Less: Unamortized debt discount |       
|                                            | Total                           |       



Accrued interest on convertible
notes payable for the years ended December 31, 2013 and 2012 was $7,387 and $8,300, respectively.

















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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



NOTE 9 - CONVERTIBLE NOTES PAYABLE - RELATED PARTIES



Convertible Notes payable - related parties
consist of the following



|                                                                                   |  | December 31, 2013 |          | December 31, 2012
|---------------------------------------------------------------------------------- |  | ----------------- | -------- | -----------------
|Convertible note issued on October 2013, unsecured, interest at 8%, due on demand. |  | $                 | 17,000   |                  
|Convertible note issued on October 2013, unsecured, interest at 8%, due on demand. |  |                   | 194,254  |                  
|Total convertible notes payable - related parties                                  |  |                   | 211,254  |                  
|Less: current portion                                                              |  |                   | (211,254 | )                
|Long-term convertible notes payable - related parties                              |  | $                 | —        |                  



Convertible debenture October
2013



On
October 1, 2013 the Company issued a $17,000 Convertible Promissory Note against the accounts payable, which bears interest at
a rate of 10%, payable on demand and is convertible into the Company’s common stock at the holder’s option at 40% discount
to the lowest trading price in five days prior to date of notice of conversion. Additionally in no event the floor price for the
exercise can't go below $0.00004. If these notes are converted at this rate, the number of shares issued would be in excess of
the authorized limit of share issuance. If the Borrower is unable to issue any shares under this provision due to the fact that
there is an insufficient number of authorized and unissued shares available, the Holder promises not to force the Borrower to issue
these shares or trigger an Event of Default, provided that Borrower takes immediate steps required to get the appropriate level
of approval from shareholders or the board of directors, where applicable to raise the number of authorized shares to satisfy the
Notice of Conversion. In the event of default the Company has to pay 150% time the sum of outstanding principal and accrued interest.
The note also has prepayment penalty clause.



The Company analyzed the convertible
debts for derivative accounting consideration under ASC 815 “Derivatives and Hedging” and determined that derivative
accounting is not applicable. The Company further analyzed the convertible debts for a beneficial conversion feature under ASC
470-20 on the date of the notes and determined that a beneficial conversion feature exists. The intrinsic value of the beneficial
conversion feature was determined to be $15,692 and was recorded as debt discount. During the year ended December 31, 2013, debt
discount of $15,692 was amortized.



Convertible debenture October
1, 2013



On October 2013 the Company issued
a $194,254 Convertible Promissory Note against the account payable, which bears interest at a rate of 10%, payable on demand and
is convertible into the Company’s common stock at the holder’s option at 40% discount to the lowest trading price in
five days prior to date of notice of conversion. Additionally in no event the floor price for the exercise can't go below $0.00004.
If these notes are converted at this rate, the number of shares issued would be in excess of the authorized limit of share issuance.
If the Borrower is unable to issue any shares under this provision due to the fact that there is an insufficient number of authorized
and

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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



unissued shares available, the Holder
promises not to force the Borrower to issue these shares or trigger an Event of Default, provided that Borrower takes immediate
steps required to get the appropriate level of approval from shareholders or the board of directors, where applicable to raise
the number of authorized shares to satisfy the Notice of Conversion. In the event of default the Company has to pay 150% time the
sum of outstanding principal and accrued interest. The note also has prepayment penalty clause.



The Company analyzed the convertible
debts for derivative accounting consideration under ASC 815 “Derivatives and Hedging” and determined that derivative
accounting is not applicable. The Company further analyzed the convertible debts for a beneficial conversion feature under ASC
470-20 on the date of the notes and determined that a beneficial conversion feature exists. The intrinsic value of the beneficial
conversion feature was determined to be $179,312 and was recorded as debt discount. During the year ended December 31, 2013, debt
discount of $179,312 was amortized.



For the year ended December 31,
2013 and 2012, interest expenses charged on the above two note is $4,843 and $0, respectively. Accrued interest on convertible
notes payable – related parties for the years ended December 31, 2013 and 2012 was $4,843and $0, respectively



NOTE 10 - NOTES PAYABLE - RELATED PARTIES



|Notes payable - related parties consist of the following:                                                                                                                                                                                                                          |  |                   |            |                  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | -----------------
|                                                                                                                                                                                                                                                                                   |  | December 31, 2013 |            | December 31, 2012
|Note payable to a related individual, secured by tangible and               intangible assets of the Company, interest at 16%, principal and interest due April 1, 2000, past due. Note is convertible into common stock of the Company at $0.10 per share. Note is in default (2) |  | $                 | 1,087,370  |                  
|Note payable to a related individual, interest at 8%,past due. Note is in default(1)                                                                                                                                                                                               |  |                   | 1,000,000  |                  
|Notes payable to related individuals, unsecured, interest at 10%, due on demand. (3)                                                                                                                                                                                               |  |                   | 28,500     |                  
|Total notes payable - related parties                                                                                                                                                                                                                                              |  |                   | 2,115,870  |                  
|Less: current portion                                                                                                                                                                                                                                                              |  |                   | (2,115,870 | )                
|Long-term notes payable - related parties                                                                                                                                                                                                                                          |  | $                 | —          |                  
|Maturities of notes payable - related parties are as follows:                                                                                                                                                                                                                      |  |                   |            |                  
|Year Ending December 31,                                                                                                                                                                                                                                                           |  |                   |            |                  
|2014                                                                                                                                                                                                                                                                               |  |                   |            |                  
|Total                                                                                                                                                                                                                                                                              |  |                   |            |                  





Accrued interest on notes
payable – related parties for the years ended December 31, 2013 and 2012 was $250,334 and $892,819, respectively.
During the year ended December 31, 2013 and 2012, total interest expense to related party was $207,380 and $150,641,
respectively.

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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



| | 1) | This note was issued for the acquisition of
AFI on January 28, 2012. As of December 31, 2013 and 2012, the Company had accrued interest on the note in the amount of $154,082
and $74,082, respectively.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2) | This note was originally issued for $450,000.
During the year ended December 31, 2013, the principle value of $450,000 along with accrued interest of $837,370 was converted
to two new notes for $1,087,370 and $200,000. The Company issued 2,100,000 shares of the common stock against settlement of the
new note of $200,000 from above.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3) | During the year ended December 31, 2013, one
of the note holder for $15,000 along with accrued interest of $13,300 transferred its loan to a non- related party. During the
year 2013 itself the Company issued 1,800,000 shares of the common stock to settle $28,300 of note of non- related party.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



NOTE 11 - COMMON AND PREFERRED STOCK TRANSACTIONS



Preferred Stock

The Company is authorized
to issue 200 preferred shares of $0.0001 par value. As of December 31, 2013 and 2012 the Company has 200 shares of preferred
stock as issued and outstanding. Although the preferred stock carries no dividend, distribution, liquidation or conversion
rights, each share of preferred stock carries ten million (10,000,000) votes and holders of our preferred stock are able to
vote together with our common stockholders on all matters. Consequently, the holder of our preferred stock is able to
unilaterally control the election of our board of directors and, ultimately, the direction of our Company.



Common stock

The Company is authorized
to issue 50,000,000 shares of $0.0001 par value of common stock. As of December 31, 2013 and 2012 the Company had 37,709,552
and 15,216,848 shares of common stock as issued and outstanding.



During the year ended
December 31, 2012, the Company issued an aggregate of 7,400,000 shares of common stock for acquisition of AFI (refer to note
3). The fair value of the stock on the dates of issuance was arrived at $3,774,000 and was part of the purchase price
consideration.



During the year ended
December 31, 2012, the Company issued an aggregate of 490,000 shares of common stock to various contract personnel for
services provided. The market value of the stock on the dates of issuance was $1,219,500 and charged to statements of
operations.



During the year ended
December 31, 2012, the Company issued an aggregate of 2,040,551 shares of common stock to two accredited investors in private
transactions as payment for services rendered during the year. The market value of the stock on the dates of issuance was
$5,101,378 and was charged to statements of operations.



During the year ended
December 31, 2012, the Company issued an aggregate of 2,063,550 shares of common stock for acquisition of interest in AFI
South Africa, LLC (AFI SA) (refer to note 3). The market value of the stock on the dates of issuance was $5,158,875 and
charged to statements of operations.



During the year ended December
31, 2012, the Company issued an aggregate of 55,000, shares of common stock to note holder. The market value of the stock on the
dates of issuance was $137,500 and charged to finance expenses.



During the year ended December
31, 2013, the Company issued an aggregate of 8,586,102 shares of common stock to various contract personnel for services provided.
The market value of the stock on the dates of issuance was $1,538,349 and charged to statements of operations.



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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



During the year ended December
31, 2013, the Company issued an aggregate of 11,189,566 shares of common stock for the conversion of debt and accrued interest
of $1,380,179 and $24,235 was charged to expenses for excess value of shares issued over the value of converted note.



During the year ended December
31, 2013, the Company issued an aggregate of 700,000 shares of common stock for the conversion of accrued expenses of $70,000.



During the year ended December
31, 2013, the Company sold an aggregate of 2,017,036 shares of common stock for cash in the amount of $142,193.



NOTE 12 - OPTIONS AND WARRANTS



The
Company has adopted FASB ASC 718, “Share-Based Payments” (“ASC 718”) to account for its stock options.
The Company estimates the fair value of each stock award at the grant date by using the Black-Scholes option pricing model. The
assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions
and our experience. Compensation expense is recognized only for those options expect to vest, with forfeitures estimated at the
date of grant based on our historical experience and future expectations.



The following table summarizes the
changes in options outstanding issued to employees of the Company:

| |                                   | Number of Shares |  | Weighted Average Exercise Price
| | --------------------------------- | ---------------- |  | -------------------------------
| | Outstanding as of January 1, 2012 |                  |  |                                
| | Granted                           |                  |  |                                
| | Exercised                         |                  |  |                                
| | Cancelled                         |                  |  |                                
| | Outstanding at December 31, 2012  |                  |  |                                
| | Granted                           |                  |  |                                
| | Exercised                         |                  |  |                                
| | Cancelled                         |                  |  |                                
| | Outstanding at December 31, 2013  |                  |  |                                



Common stock options outstanding and exercisable
as of December, 2013 are:



|                 |  | Options Outstanding |      | Options Exercisable      
|---------------- |  | ------------------- | ---- | -------------------------
|Expiration Date  |  | Exercise Price      |      | Number shares outstanding
|                 |  |                     |      |                          
|October  1, 2018 |  | $                   | 0.01 |                          
|January 2, 2019  |  |                     | 1.65 |                          
|Total            |  |                     |      |                          



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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



During the year
ended December 31, 2012, the Company granted 2,250,000 stock options with an exercise price of $0.01 out of which
1,250,000 was immediately vested and balance vesting over three years and expiring ten years from issuance. 1,250,000 of the
options were immediately cancelled by the board due to termination of the officer and the balance of 1,000,000 was
automatically canceled due to termination by clause. Hence no fair valuation was done by the company on the vested
portion.



During the year ended December 31,
2012, the Company granted 350,000 stock options with an exercise price of $0.01 vesting over three years and expiring ten years
from issuance. These options were immediately cancelled by the board and instead 150,000 shares of Company common stock were
issued which were fair valued at market rate and charged to expenses.



During the year ended
December 31, 2012, the Company granted 70,000 stock options to consultant with an exercise price of $0.01 and expiring
ten years from issuance. Out of these options 50,000 were immediately vested and 20,000 were vested over the period of three
years.



On January 28, 2013, pursuant
to its 2012 Equity Incentive Plan, the Company issued 150,000 common stock purchase options to each of their directors at an
exercise price of $1.65 per share. Out of which 75,000 were immediately vested and balance vesting over three years and
expiring six years from issuance date.



The
fair value of the vested portion (determined as described below) of $249,643 and $123,988 was charged to expenses and additional
paid in capital during the year ended December 31, 2013 and 2012, respectively.



The
fair value of these stock options granted and the significant assumptions used to determine those fair values, using a Black-Scholes
option-pricing model are as follows:



|Significant assumptions:              |  |  |               
|------------------------------------- |  |  | --------------
|Risk-free interest rate at grant date |  |  | 1.04%-0.89    
|Expected stock price volatility       |  |  | 199.38%-344.22
|Expected dividend payout              |  |  | —             
|Expected option life-years            |  |  | 6             



NOTE 13 - RELATED PARTY TRANSACTIONS



From time to time, an
officer of the Company and an entity they owns paid for expenses of the Company for which he has not been reimbursed.
These unreimbursed expenses are disclosed as due to related parties. The balance due at December 31, 2013 and 2012 was
$56,973 and $104,254, respectively. During the year ended December 31, 2013 the Company has charged $159,000 for service
rendered by officers. During the year ended December 31, 2013, the Company issued 50,000 shares for service rendered by the
officer which was fair valued at market rate for $4,500.



During the year ended December 31,
2012 the Company sold fuel to a previous partner in a joint venture who converted their interest in the joint venture to stock
of the Company. During the year ended December 31, 2012, the Company recorded sales to this party in the amount of $1,034,180.



During the year ended December
31, 2013 and 2012, the Company issued 3,539,046 and 1,826,622 shares to a major shareholder and Vice President of Sales of the
Company, for services rendered to the Company regarding business in South Africa which was fair valued at market rate for $247,733

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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



and $4,566,555, respectively.
During the year ended December 31, 2013 and 2012, this shareholder was also paid $162,600 and $67,500, respectively, as salary
which has been recorded in the statement of operations. No formal compensation agreement has been memorialized for this shareholder.



NOTE 14 - FAIR VALUE OF FINANCIAL INSTRUMENTS



ASC 825-10 defines fair value as
the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted
to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers
assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions,
and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that
may be used to measure fair value:



Level 1 - Quoted prices in active
markets for identical assets or liabilities.



Level 2 - Observable inputs other
than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume
or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or
can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.



Level 3 - Unobservable inputs to
the valuation methodology that are significant to the measurement of fair value of assets or liabilities.



To the extent that valuation is
based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more
judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In
such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed
is determined based on the lowest level input that is significant to the fair value measurement.



Items recorded or measured at fair
value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December
31, 2013:



|                            |  |                   |         | Fair Value Measurements at December 31, 2013 using:           
|--------------------------- |  | ----------------- | ------- | --------------------------------------------------------------
|                            |  | December 31, 2013 |         | Quoted Prices in Active Markets for Identical Assets (Level 1)
|Liabilities:                |  |                   |         |                                                               
|Debt Derivative liabilities |  | $                 | 558,548 |                                                               
|                            |  |                   |         |                                                               



The debt derivative  and
warrant liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical
prices for the Company’s common stock and are classified within Level 3 of the valuation hierarchy.



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FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



The following table provides a summary
of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2013 and 2012:



|                                                                                                   |  | Debt Derivative Liability
|-------------------------------------------------------------------------------------------------- |  | -------------------------
|Balance, December 31, 2011                                                                         |  | $                        
|Initial fair value of debt derivatives at note issuances                                           |  |                          
|Extinguished derivative liability                                                                  |  |                          
|Mark-to-market at December 31, 2012-Embedded debt derivatives                                      |  |                          
|Balance, December 31, 2012                                                                         |  | $                        
|Initial fair value of debt derivatives at note issuances                                           |  |                          
|Extinguished derivative liability                                                                  |  |                          
|Mark-to-market at December 31, 2013-Embedded debt derivatives                                      |  |                          
|Balance, December 31, 2013                                                                         |  | $                        
|                                                                                                   |  |                          
|Net gain for the period included in earnings relating to the liabilities held at December 31, 2013 |  | $                        



Level 3 Liabilities are comprised
of our bifurcated convertible debt features on Companies our convertible notes.



NOTE 15 - COMMITMENTS AND CONTINGENCIES



Litigation



The Company is subject to certain
legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements
may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial
position or results of operations.



Ryan International Airlines.

One of the Companies subsidiaries,
Aviation Fuel International ("AFI") is involved in disputes with two airlines: Ryan International Airlines, LLC ("Ryan")
and Direct Air. Both aviation fuel customers litigation arise out of disputed amounts for the delivery of Jet Fuel. Disagreements
between the parties resulted in both parties filing separate lawsuits in three actions. Ryan filed a cause of action in Case No.
09-57580, Ryan International Airlines, Inc. v. Aviation Flight Services, LLC (“AFS”) and Aviation Fuel International,
Inc., (“AFI”), and sought recovery of $1,491,308.66 allegedly paid to AFS as pre-payment of aviation fuel and flight
services under a contractual relationship between Ryan and AFS. AFI moved to dismiss the action, to which, Ryan has subsequently
filed a notice of removal to the Federal District Court for the Northern District of Illinois, Bankruptcy Division Case No.: 12-80802.
AFI filed an action for breach of contract for Ryan’s failure to pay certain Jet Fuel invoices for the delivery of fuel in
the amount of $678,000; Aviation Fuel International v. Ryan International Airlines, Inc., a Kansas corporation, Wells Fargo
Bank Northwest, Trustee N.A., a Utah corporation, RUBLOFF 757-MSN24794LLC, an Illinois limited liability company, RYAN 767 LLC,
an Illinois limited liability company, AFT TRUST SUB I, a Delaware corporation, RYAN 767 N123 LLC, an Illinois limited liability
company, and RUBLOFF 440 LLC, an Illinois corporation, Civil Action Case No. CACE 10-037788-04. AFI also filed the corresponding
claims of liens under the FAA Aircraft Registration Branch, for each plane, registered and tail wing number listed therein. This
action has also been recently noticed for been

Table of Contents47







FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



removal to the Federal District
Court for the Northern District of Illinois, Bankruptcy Division Case No.: 12-80802. In addition, as a result of Ryan’s filing
a Federal Involuntary Bankruptcy Petition against Aviation Flight Services (“AFS”) on June 10, 2010, Case No.: 10-27313-JKO,
(S.D. of Fla.), our subsidiary AFI, also filed and was discharged as a creditor in the amount of $269,000.



Southern Sky Air Tours, d/b/a
Myrtle Beach Direct Air and Tours (Direct Air).

On or about March 13, 2012,
Southern Sky Air Tours, d/b/a Myrtle Beach Direct Air and Tours (“Direct Air”) ― a public charter operator
― ceased operations. Direct Air has subsequently filed for bankruptcy protection in the U.S. Bankruptcy Court for the
District of Massachusetts (Worcester)(Case no. 12-40944). The Direct Air currently has $122,000 in cash in escrow with
Suntrust Bank, representing a partial payment by Direct Air for Fuel. This amount was unrecorded in the Company’s
financial statements because it has been challenged by the debtor and has been sequestered by the bankruptcy court in the
proceeding. This action is currently pending before the court, as it relates to the collection of the garnishment.



As a result of the non-payment for
jet fuel by AFI customers, certain of AFI’s suppliers have filed actions that have resulted in judgment and garnishments,
in the amount of $330,000. Most of these outstanding fuel delivery charges are secured in, and being challenged through, the Bankruptcy
action through the lien filings by both the issuer and individual fuel providers. In addition, AFI incurred certain loan and debt
obligations for which the Company are attempting to convert into our common stock.



Julian Manuel Leyva and Gabriel
Leyva.

On June 8, 2012, Julian Manuel Leyva
and Gabriel Leyva (collectively, the “Leyvas”) filed a lawsuit in the Seventeenth Judicial Circuit Court, Broward County,
Florida, against us, our subsidiary AFI, and various others, alleging various claims in connection with efforts to collect sums
allegedly loaned to AFI between September 24, 2009 through February 11, 2011. The Leyvas are seeking damages of $570,000 plus interest
in addition to additional damages from other parties to the lawsuit. $610,000 has been accounted as payable under note payable.
During the year 2013 the Company issued 2,100,000 shares of common stock for settlement of $610,000.



Russell Adler.

On January 11, 2013, Russell Adler,
our former Chief Executive Officer, filed a cross-complaint against the Company, AFI, and other associated persons in the Seventeenth



Judicial District Court, Broward
County, Florida. Mr. Adler’s complaint alleges various causes of action, including indemnification from the Company in respect
of litigation involving the Leyvas described above, damages for breach of Mr. Adler’s employment contract, fraud, unpaid
legal fees, unjust enrichment, and quantum meruit. The Company believe Mr. Adler’s claims are without merit and intend to
defend the same.



From time to time, the Company is
also a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights
under contracts with purchasers and suppliers of fuel. While the outcome of these legal proceedings cannot at this time be predicted
with certainty, we do not expect that these proceedings will have a material effect upon its consolidated financial condition or
results of operations.



Lease Commitments



The Company’s headquarters
is located in Fort Lauderdale, Florida. Many administrative functions such as accounting and legal are performed in an office in
Draper, UT.



Table of Contents48





FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



Future minimum lease and related payments are
as follows:



|2014           |  | $ | 46,025 | 
|-------------- |  | - | ------ | 
|2015           |  | - |       
|2016           |  | - |       
|2017 and after |  | - |       



The Company’s main office
is located in Fort Lauderdale, Florida. The lease had a term of 12 months, which began on August 1, 2012 and expires on July 31,
2014.  The Company currently pays rent and related costs of approximately $6,575 per month.



There is no lease obligation in
its administrative office in Draper, Utah.



NOTE 16 - SUBSEQUENT EVENTS



On January 13, 2014, the Company
issued an aggregate of 2,859,067 shares of its common stock to certain consulting personnel for services provided.



On January 14, 2014, the Company
converted into 1,660,026 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012.



On January 22, 2014, the Company
issued a convertible note. The net proceeds of the Note were used to redeem and retire two 8% convertible notes that were issued
to Asher Enterprises, Inc. in the aggregate principal amount of $131,500.



On January 29, 2014, the Company
converted into 1,166,667 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012.



On February 10, 2014, the Company
converted into 1,237,624 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012.



On February 10, 2014, the Board
of Directors of the Company approved an amendment and restatement of the Certificate of Designation to the Company’s Certificate
of Incorporation. The Certificate of Designation concerns the rights, preferences, privileges, and restrictions of Series “A”
Preferred Stock (the “Preferred Stock”). The amended and restated Certificate of Designation has increased the conversion
rights applicable to each share of Preferred Stock from ten million (10,000,000) to twenty million (20,000,000).



On February 10, 2014,
in connection with action taken by our board of directors and the holders of a majority in interest of our voting capital stock,
we effected a restatement of our Certificate of Incorporation to increase the number of authorized shares of our common stock from
150,000,000 to 300,000,000.



On February 18, 2014, the Company
converted into 1,470,588 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012.



On March 3, 2014, the Company issued
1,000,000 shares of its common stock to a consultant for services provided.

Table of Contents49







FUELSTREAM, INC.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012



On March 4, 2014, the Company converted
into 2,083,333 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012.



































































Table of Contents50







ITEM 9.   CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.



On March 19, 2013, we dismissed
our previous independent accountant, Morrill & Associates, LLC (“Morrill”), due to rules of the Public Company
Accounting Oversight Board requiring the rotation of the audit partner principally responsible for the audit of our financial statements
after a 5-year period. Because Morrill is a single-partner audit firm, we were required to seek new independent auditors for the
Company. Our Board of Directors approved the decision to change the Company’s independent accountants.



During the year ended
December 31, 2011 through to March 19, 2013, the date of Morrill’s dismissal, there were no disagreements with Morrill
on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Morrill would have caused it to make reference to the subject matter of
the disagreements in connection with its report.



Also on March 19, 2013,
we engaged RBSM LLP (“RBSM”), independent registered accountants, as our independent accountant following the dismissal
of Morrill. Prior to the engagement of RBSM, the Company has not consulted with RBSM regarding either:



| | a) | the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company nor oral advice was provided that RBSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | any matter that was either the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K), or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We have not had any disagreements
with any of our existing accountants during the past two fiscal years.



ITEM 9A.   CONTROLS AND PROCEDURES



(a)   We
maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in reports that
we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within
time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management,
including our Chief Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure. As of December 31, 2013, under the supervision and with the participation
of our Chief Executive Officer and Principal Financial Officer, management has evaluated the effectiveness of the design and operation
of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Principal Financial Officer
concluded that our disclosure controls and procedures were not effective.

Table of Contents51









As permitted by applicable
SEC rules, this report does not include an attestation report of our independent registered public accounting firm regarding internal
control over financial reporting. Management’s report, which is included in Item 8 above, was not subject to attestation
by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s
report in this annual report.



(b)   There
were no changes in our internal control over financial reporting during the year ended December 31, 2013 that materially affected,
or is reasonably likely to materially affect, our internal controls over financial reporting.



MANAGEMENT’S REPORT ON INTERNAL CONTROLS
OVER FINANCIAL REPORTING



Our management is responsible
for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f)
under the Exchange Act.



Our internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes
those policies and procedures that:



| | - | Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and disposition of assets;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



| | - | Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations of management and our directors; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Provide reasonable assurance regarding prevention and timely detection
of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those systems that are determined to be effective provide
only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.



Management assessed the
effectiveness of our internal control over financial reporting based on criteria for effective internal control over financial
reporting described in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission as determined to apply to a company our size.



Based on its assessment,
management concluded that we maintained effective internal control over financial reporting as of December 31, 2013.



ITEM 9B.   OTHER INFORMATION.



None.

Table of Contents52







PART III



ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE.



Board of Directors



Our board of directors
consists of the following one individual:



|Name and Year First Elected Director(1) |  | Age |  | Background Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--------------------------------------- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Thomas McConnell, Jr.
        (2012)    |  | 50  |  | Since 2006, Mr. McConnell has been a Senior Project Manager for Weston Custom Homes, Inc., a builder of luxury homes in Florida, Pennsylvania, and Maryland. Additionally, since 2012, Mr. McConnell has served as the Senior Project Manager for Robert Castellano Building and Design, LLC, a builder of luxury home communities in the eastern United States. From 2006-2008, Mr. McConnell was a Senior Project Manager for Southern Chateaux Homes, Inc. Mr. McConnell is a certified Residential Contractor in the State of Florida.



(1) The business address of Mr.
McConnell is 510 Shotgun Road, Suite 110, Sunrise, Florida 33325.



Director Independence



We consider our sole member
of our board of directors as an “independent director” in accordance with the published listing requirements of the
NYSE Euronext Stock Exchange. The independence definition of the NYSE includes a series of objective tests, such as that the director
is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members
has engaged in various types of business dealings with us. In addition, we are required to consider “all relevant facts and
circumstances” in making our determination as to the independence of our directors.



Compensation of Directors



Although we anticipate
compensating the members of our board of directors in the future at industry levels, current members are not paid cash compensation
for their service as directors. Each director may be reimbursed for certain expenses incurred in attending board of directors and
committee meetings.



Board of Directors Meetings and Committees



Although various items were reviewed and approved
by the Board of Directors via unanimous written consent during 2013, the Board held no in-person meetings during the fiscal year
ended December 31, 2013.



We do not have Audit or Compensation Committees
of our board of directors. Because of the lack of financial resources available to us, we also do not have an “audit committee
financial expert” as such term is described in Item 401 of Regulation S-K promulgated by the SEC.



Changes in Procedures by which Security Holders May Recommend
Nominees to the Board



Any
security holder who wishes to recommend a prospective director nominee should do so in writing by sending a letter to the Board
of Directors. The letter should be signed, dated and include the name and

Table of Contents53







address of the security
holder making the recommendation, information to enable the Board to verify that the security holder was the holder of record or
beneficial owner of the company’s securities as of the date of the letter, and the name, address and resumé of the
potential nominee. Specific minimum qualifications for directors and director nominees which the Board believes must be met in
order to be so considered include, but are not limited to, management experience, exemplary personal integrity and reputation,
sound judgment, and sufficient time to devote to the discharge of his or her duties. There have been no changes to the procedures
by which a security holder may recommend a nominee to the Board during our most recently ended fiscal year.



Executive Officers



Robert Catala is our sole
executive officer, serving as our Chief Executive Officer and Secretary, as well as our principal accounting and financial officer.
Mr. Catala’s business background is as follows:



|Name and Year First Appointed as Executive Officer |  | Age |  | Background Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-------------------------------------------------- |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Robert Catala
        (2013)                       |  | 54  |  | Mr. Catala is the Chief Executive Officer of the Company. Mr. Catala was originally appointed as the Chief Operating Officer of the Company on June 25, 2013. A native of Corpus Christi, Texas, Mr. Catala was raised in Miami Florida and majored in Civil Engineering at the University of Miami. Straight out of college Mr. Catala served as an intelligence officer in the United States Army and completed coursework at the Defense Intelligence College in Washington, D.C. His military career lasted 12 years and gave him the opportunity to serve at various locations throughout the world, to include Germany, Korea and Panama. His service to his country was recognized when he was awarded the Defense Meritorious Service Medal at the completion of his tour of duty in 1992. Mr. Catala settled in Miami, Florida and was immediately hired in the aviation industry, first with several ground handling companies (1992-1997) where he was the Director of Airport Administration then directly with several charter and scheduled airlines (1997-2008), including Rich International Airlines, Air Europa, Star Air, and Falcon Air Express. After 16 years in aviation management, Mr. Catala went to work in the aviation fuel industry from 2008 thru the present. From March 2008 thru March of 2010 Mr. Catala served as VP of Operations at Aviation Fuel International. From April of 2010 thru January of 2012 Mr. Catala worked for Total Air Services as Sales Manager. In February, 2012, Mr. Catala moved on to J&D Oilfield International, a multinational jet fuel supplier based in Venezuela, and served as the Director of International Sales. Mr. Catala was drawn to Fuelstream in October of 2012 and was hired as the VP of Operations before accepting his appointment as the COO in June 2013 and subsequently as CEO in July 2013.



Table of Contents54







Significant Employees and Consultants



Sean Wagner serves as our
Vice President of Sales. Mr. Wagner’s business background information is as follows:



|Name and Year First Employed |  | Age |  | Background Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---------------------------- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Sean Wagner
        (2012)   |  | 41  |  | In February 1991, at the age of 20, Mr. Wagner started as a mechanic for World Fuel Services Corporation, moving into sales shortly thereafter.  During his more than 15 years at World Fuel Services, Mr. Wagner became a senior sales executive, assisting the company in increasing its sales from approximately $211 million in 1990 to over $8.7 billion in 2005.  In December 2005, Mr. Wagner left World Fuel Services and, in 2006, he started Aviation Fuel International, Inc. (“AFI”), a small aviation fuel reseller that employed a similar business model as Mr. Wagner operated at World Fuels and utilizing Mr. Wagner’s extensive industry relationships.  In April 2011, AFI entered into a joint venture with us to finance the acquisition of tanker trucks to provide aviation fuel.  Although we were unable to ultimately acquire the trucks, we operated the joint venture with AFI until it was terminated in January 2012 upon our acquisition of AFI.  Mr. Wagner thereupon became our Vice President of Sales.



Section 16(a) Beneficial Ownership Reporting Compliance



We are required to identify
each person who was an officer, director or beneficial owner of more than 10% of our registered equity securities during our most
recent fiscal year and who failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of
1934.



During the fiscal year
ended December 31, 2013, based solely upon a review of such materials as are required by the Securities and Exchange Commission,
no officer, director or beneficial holder of more than ten percent of our issued and outstanding shares of Common Stock failed
to timely file with the Securities and Exchange Commission any form or report required to be so filed pursuant to Section 16(a)
of the Exchange Act of 1934.



Code of Ethics



The Company expects that
its Officers and Directors will maintain appropriate standards of honesty and ethical conduct in connection with the performance
of their duties on behalf of the Company. In recognition of this expectation, the Company has adopted a Code of Ethics. The purpose
of this Code of Ethics is to codify standards the Company believes are reasonably necessary to deter wrongdoing and to promote
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional
relationships and full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with,
or submits to, the Securities and Exchange Commission (the “SEC”), or other regulatory bodies and in other public communications
made by the Company.



Table of Contents55





ITEM 11.   EXECUTIVE COMPENSATION.

The following table summarizes
the total compensation for the two fiscal years ended December 31, 2013 of each person who served as our principal executive officer
or principal financial and accounting officer collectively, (the “Named Executive Officers”) including any other executive
officer who received more than $100,000 in annual compensation from the Company. Except as noted in footnote (2) below, we did
not award cash bonuses, stock awards, stock options or non-equity incentive plan compensation to any Named Executive Officer during
the two years ended December 31, 2013, thus these items are omitted from the table below:



|Summary Compensation Table     |  |      |      |        |  |                 |        |                        |  |      
|------------------------------ |  | ---- | ---- | ------ |  | --------------- | ------ | ---------------------- |  | -----
|Name and Principal Position    |  | Year |      | Salary |  | Stock Awards(1) |        | All Other Compensation |  | Total
|Robert Catala                  |  |      | 2013 |        |  | $               | 87,512 |                        |  | $    
|Chief Executive Officer        |  |      | 2012 |        |  | $               | —      |                        |  | $    
|Juan Carlos Ley                |  |      | 2013 |        |  | $               | 31,950 |                        |  | $    
|former Chief Executive Officer |  |      | 2012 |        |  | $               | 16,250 |                        |  | $    
|Russell Adler(2)               |  |      | 2013 |        |  | $               | —      |                        |  | $    
|former Chief Executive Officer |  |      | 2012 |        |  | $               | 43,600 |                        |  | $    



| | (1) | Based on the closing price per share on the date of award.
| | --- | ----------------------------------------------------------

| | (2) | In 2012, Mr. Adler received a grant of options to acquire 2,250,000
shares pursuant to our 2012 Equity Incentive Plan. These options were subsequently canceled in connection with the termination
of Mr. Adler’s employment with the Company.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



There is no other arrangement
or understanding between our directors and officers and any other person pursuant to which any director or officer was or is to
be selected as such.



Equity Incentive Plan



On September 7, 2012,
our Board of Directors adopted our 2012 Equity Incentive Plan (hereafter, the “Plan”). The Plan allows for the
grant and issuance of common stock purchase options and grants of restricted common stock to employees, non-employee
directors, consultants, and advisors of the Company. We have reserved 6,000,000 shares of common stock for issuance under the
Plan. As of December 31, 2013, we have outstanding options to 4 persons under the Plan to acquire 370,000 shares of our
common stock. During the year ended December 31, 2012, the Company granted 70,000 stock options to consultant with an
exercise price of $0.01 and expiring ten years from issuance. Out of these options 50,000 were immediately vested and 20,000
were vested over the period of three years. During the year ended December 31, 2013, the Company issued 150,000 common stock
purchase options to each of their directors at an exercise price of $1.65 per share. Out of which 75,000 were immediately
vested and balance vesting over three years and expiring six years from issuance date. The options expire after 5 years if
unexercised or if terminated earlier

Table of Contents56







pursuant to the rules of the Plan.
There are no other grants or awards currently outstanding under the Plan. The foregoing summary does not purport to be complete
and is qualified in its entirety by reference to the Plan which was filed as an exhibit to our Current Report on Form 8-K, filed
with the SEC on September 13, 2012.



Outstanding Equity Awards at Fiscal Year-End



Our Named Executive Officers did not have any unexercised
options or stock awards that have not vested outstanding at the end of our last fiscal year. Other than as noted above, we did
not grant any equity awards to our Named Executive Officers or directors during 2013.



ITEM 12.   SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.



The following table sets
forth the beneficial ownership of each of our directors and executive officers, and each person known to us to beneficially own
5% or more of the outstanding shares of our common stock, and our executive officers and directors as a group, as of March 17,
2014. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect
to the securities. Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and
investment power and has the same address as us. Our address is 510 Shotgun Road, Suite 110, Sunrise, Florida 33325. As of March
27, 2014, we had 49,186,857 shares of common stock issued and outstanding and 200 shares of preferred stock issued and outstanding.
While each of our shares of common stock holds one vote, each share of our preferred stock holds twenty million (20,000,000) votes.
The following table describes the ownership of our voting securities (i) by each of our officers and directors, (ii) all of our
officers and directors as a group, and (iii) each person known to us to own beneficially more than 5% of our common stock or any
shares of our preferred stock.



|                                                                    |  | Amount and Nature of Beneficial Ownership |            |                                   
|------------------------------------------------------------------- |  | ----------------------------------------- | ---------- | ----------------------------------
|Name                                                                |  | Sole Voting and Investment Power          |            | Options Exercisable Within 60 Days
|Robert Catala                                                       |  |                                           | 272,000    |                                   
|Thomas McConnell, Jr.                                               |  |                                           | 250,000    |                                   
|Sean Wagner(3)                                                      |  |                                           | 12,392,668 |                                   
|John D. Thomas, P.C.(4)                                             |  |                                           | 1,460,000  |                                   
|Magna Group, LLC(5)                                                 |  |                                           | —          |                                   
|All current directors and executive officers as a group (2 persons) |  |                                           | 522,000    |                                   

____________________

* 	Indicates
less than one percent.



| | (1) | The calculation of total beneficial ownership for each person in the table above is based upon the
number of shares of common stock beneficially owned by such person, together with any options, warrants, rights, or conversion
privileges held by such person that are currently exercisable or exercisable within 60 days of the date of this prospectus.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Based on 49,186,857 shares of our common stock, par value $0.0001 per share, outstanding as of March
27, 2014. Excludes voting rights applicable to shares of our preferred stock. See footnotes (3) and (4) for a discussion of the
percentage of outstanding voting rights beneficially held when taking into account our shares of preferred stock.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Table of Contents57









| | (3) | In addition to the shares of common stock shown above, Mr. Wagner also holds 200 shares of our preferred
stock which collectively hold 4,000,000,000 votes. Mr. Wagner has granted a proxy to John D. Thomas, P.C. (“JDT”) covering
the voting rights of these preferred shares, as well as 12,392,668 shares of common stock held by Mr. Wagner. If the votes of the
preferred stock are taken into account, Mr. Wagner would beneficially hold 99.09% of the voting securities of the Company.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Excludes 200 shares of preferred stock. If the votes of the preferred stock and these shares of common
stock are taken into account, JDT would beneficially hold 98.82% of the voting securities of the Company. John D. Thomas, the sole
shareholder of JDT, is not an executive officer or director of the Company.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | A Delaware limited liability company owned and controlled by Joshua Sason.
| | --- | --------------------------------------------------------------------------



DESCRIPTION
OF CAPITAL STOCK



The following description
of our capital stock is based on relevant portions of the Delaware General Corporation Law, or the “DGCL,” and on our
Certificate of Incorporation (also sometimes referred to as our “charter”) and Bylaws. This summary may not contain
all of the information that is important to you, and we refer you to the DGCL and our Certificate of Incorporation and Bylaws for
a more detailed description of the provisions summarized below.



Fuelstream was organized
as a corporation under the laws of the State of Delaware on July 12, 1996. As of December 31, 2013 our authorized capital stock
consists of 150,000,000 shares of common stock, par value $0.0001 per share and 200 shares of preferred stock, par value $0.0001
per share. As of December 31, 2013, there were approximately 303 record holders of our common stock. We have also granted common
stock purchase options under our 2012 Equity Incentive Plan as described under “Equity Incentive Plan” below. Other
than 370,000 common stock purchase options awarded under our 2012 Equity Incentive Plan, there are no outstanding other options
or warrants to purchase our stock.



On February 10,
2014, in connection with action taken by our board of directors and the holders of a majority in interest of our voting capital
stock, we effected a restatement of our Certificate of Incorporation to increase the number of authorized shares of our common
stock from 150,000,000 to 300,000,000.



On February 10,
2014, the Board of Directors of the Company approved an amendment and restatement of the Certificate of Designation to the Company’s
Certificate of Incorporation. The Certificate of Designation concerns the rights, preferences, privileges, and restrictions of
Series “A” Preferred Stock (the “Preferred Stock”). The amended and restated Certificate of Designation
has increased the conversion rights applicable to each share of Preferred Stock from ten million (10,000,000) to twenty million
(20,000,000).



Our charter provides that
our board of directors may not amend our Certificate of Incorporation without approval of our shareholders, including holders of
our preferred shares. A decrease or increase in the number of shares of capital stock which we may issue would require an amendment
of our charter.



At March 27, 2014, we had
49,186,857 shares of common stock issued and outstanding and 200 shares of preferred stock issued and outstanding. The number of
shares outstanding does not include shares of common stock that we are required to issue in the event of a conversion of the Note.

Table of Contents58









|Title of Class |                                                  | Amount Authorized |  | Amount Held byUs or for ourAccount(1) |             | AmountOutstandingExclusive ofAmounts ShownUnder(1)
|-------------- | ------------------------------------------------ | ----------------- |  | ------------------------------------- | ----------- | --------------------------------------------------
|               | Common stock, par value $0.0001 per share        |                   |  |                                       | 300,000,000 |                                                   
|               | Preferred stock, par value $0.0001 per share (2) |                   |  |                                       | 200         |                                                   
|               |                                                  |                   |  |                                       | 300,000,200 |                                                   

____________________

| | (1) | Calculated as of March 27, 2014.
| | --- | --------------------------------



| | (2) | Shares of our preferred stock are not convertible into common stock. See “Preferred Stock”
below.
| | --- | -------------------------------------------------------------------------------------------------



Common Stock



Our charter authorizes
us to issue up to 300,000,000 shares of common stock. All shares of our common stock have equal rights as to earnings, assets,
dividends and voting privileges. If and when we issue shares of common stock to the selling stockholders as a result of conversion
of the Note, such shares will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the
holders of our common stock if, as and when authorized by our board of directors and declared by us out of assets legally available
therefor. Shares of our common stock have no preemptive, conversion or redemption rights and are freely transferable, except where
their transfer is restricted by federal and state securities laws or by contract. In the event of our liquidation, dissolution
or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available
for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred
stock, if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote on all matters
submitted to a vote of stockholders, including the election of directors.



Preferred Stock



Our charter authorizes
us to issue up to 200 shares of preferred stock. All 200 of these preferred shares are issued and outstanding as of March 27, 2014.
Although the preferred stock carries no dividend, distribution, liquidation or conversion rights, each share of preferred stock
carries twenty million (20,000,000) votes and holders of our preferred stock are able to vote together with our common stockholders
on all matters. Consequently, the holder of our preferred stock is able to unilaterally control the election of our board of directors
and, ultimately, the direction of our Company.



Equity Incentive Plan



On September 7,
2012, our board of directors adopted our 2012 Equity Incentive Plan (hereafter, the “Plan”). The Plan allows for
the grant and issuance of common stock purchase options and grants of restricted common stock to our employees,
non-employee directors, consultants, and advisors. We have reserved 6,000,000 shares of common stock for issuance under the
Plan. As of December 31, 2013, we have outstanding options to 4 persons under the Plan to acquire 370,000 shares of our
common stock. During the year ended December 31, 2012, the Company granted 70,000 stock options to consultant with an
exercise price of $0.01 and expiring ten years from issuance. Out of these options 50,000 were immediately vested and 20,000
were vested over the period of three years. During the year ended December 31, 2013, the Company issued 150,000 common stock
purchase options to each of their directors at an exercise price of $1.65 per share. Out of which 75,000 were immediately
vested and balance vesting over three years and expiring six years from issuance date.



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The options expire after 5 years if
unexercised or if terminated earlier pursuant to the rules of the Plan. There are no other grants or awards currently
outstanding under the Plan. The foregoing summary does not purport to be complete and is qualified in its entirety by
reference to the Plan which was filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on September 13,
2012.



Limitation of Liability of Directors and
Officers; Indemnification and Advance of Expenses



Pursuant to our charter
and under the General Corporation Law of Delaware (hereafter, the “DGCL”), our directors are not liable to us or our
stockholders for monetary damages for breach of fiduciary duty, except for liability in connection with a breach of duty of loyalty,
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for authorization
of illegal dividend payments or stock redemptions under Delaware law or any transaction from which a director has derived an improper
personal benefit. Our charter provides that we are authorized to provide indemnification of (and advancement of expenses) to our
directors, officers, employees and agents (and any other persons to which applicable law permits us to provide indemnification)
through Bylaw provisions, agreements with such persons, vote of stockholders or disinterested directors, or otherwise, to the fullest
extent permitted by applicable law.



We have previously entered
into indemnification agreements with certain of our current directors and officers. The indemnification agreement indemnifies the
indemnitee to the fullest extent permitted by law, including against third-party claims and claims by or in right of the Company
or any subsidiary or majority-owned partnership of the Company by reason of that person (including the advancement of expenses
subject to certain conditions) (a) being a director, officer employee or agent of the Company, or of any subsidiary or majority-owned
partnership of the Company or (b) serving at our request as a director, officer, employee or agent of another entity. If appropriate,
we are entitled to assume the defense of the claim with counsel selected by us and approved by the indemnitee (which approval may
not be unreasonably withheld). Separate counsel employed by the indemnitee will be at his or her own expense unless (1) the employment
of separate counsel has been previously authorized by us, (2) the indemnitee reasonably concludes there may be a conflict of interest
or (3) we have not, in fact, employed counsel to assume the defense of such claim.



Disclosure of Commission Position on Indemnification
for Securities Act Liabilities



Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to
the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act, and is, therefore, unenforceable.



In the event that a claim
for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors,
officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue



Provisions of the DGCL and Our Charter
and Bylaws



Our charter and bylaws
provide that our board of directors will have the exclusive power to make, alter, amend or repeal any provision of our bylaws.

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Business Combinations



Section 203 of the DGCL,
is applicable to corporations organized under the laws of the State of Delaware. Subject to certain exceptions set forth therein,
Section 203 of the DGCL provides that a corporation shall not engage in any business combination with any “interested stockholder”
for a three-year period following the date that such stockholder becomes an interested stockholder unless (a) prior to such date,
the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder
becoming an interested stockholder, (b) upon consummation of the transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction
commenced (excluding certain shares) or (c) on or subsequent to such date, the business combination is approved by the board of
directors of the corporation and by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned
by the interested stockholder. Except as specified therein, an interested stockholder is defined to mean any person that (1) is
the owner of 15% or more of the outstanding voting stock of the corporation; or (2) is an affiliate or associate of the corporation
and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately
prior to the relevant date, and the affiliates and associates of such person referred to in clause (1) or (2) of this sentence.
Under certain circumstances, Section 203 of the DGCL makes it more difficult for an interested stockholder to effect various business
combinations with a corporation for a three-year period, although the stockholders may, by adopting an amendment to the corporation's
charter or by-laws, elect not to be governed by this section, effective twelve months after adoption. Our charter and by-laws do
not exclude us from the restrictions imposed under Section 203 of the DGCL. It is anticipated that the provisions of Section 203
of the DGCL may encourage companies interested in acquiring us to negotiate in advance with the board of directors.



Change of Control



On December 14, 2011, John
Thomas, the controlling shareholder of the Company and the Company’s former Chief Executive Officer, sold 200 shares of Series
A Preferred Stock of the Company (the “Preferred Stock”) to Sean Wagner, the sole shareholder of AFI and the recipient
of 7,400,000 shares of common stock in connection with the acquisition of AFI. The consideration for the Preferred Shares consisted
of a secured promissory note (“Note”) issued by Mr. Wagner to Mr. Thomas, and required Mr. Wagner to grant Mr. Thomas
a security interest in the Preferred Stock as well as the voting rights attached thereto until the Note is paid in full. Although
the Preferred Stock carries no dividend, distribution, or liquidation rights, and is not convertible into common stock, each share
of Preferred Stock carries 10,000,000 votes per share and is entitled to vote with the Company’s common stockholders on all
matters upon which common stockholders may vote. As a result of the purchase and sale of the Preferred Stock, Mr. Wagner holds
a controlling beneficial interest in the Company and, once the Note is paid in full, may unilaterally determine the election of
the Board and other substantive matters requiring approval of the Company’s stockholders.



Board of Directors
Meetings and Committees



Although
various items were reviewed and approved by the Board of Directors via unanimous written consent during 2013, the Board held no
formal meetings during the fiscal year ended December 31, 2013.



The
Company does not have Audit or Compensation Committees of the Board of Directors. Because of the lack of financial resources available
to the Company, the Company also does not have an “audit committee financial expert” as such term is described in Item
401 of Regulation S-K promulgated by the Securities and Exchange Commission.



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Compensation of
Directors



Although
the Company anticipates compensating the members of its Board of Directors in the future at industry levels, current members are
not paid cash compensation for their service as directors. Each director may be reimbursed for certain expenses incurred in attending
Board of Directors and committee meetings.



ITEM 13.   CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.



Certain Relationships and Related Transactions



On November 20, 2013, we
issued 3,539,046 shares of our common stock to Sean Wagner, a principal shareholder of our Company, for services provided as our
Vice President of Sales.



On October 23, 2013, we
issued 250,000 shares of our common stock to Thomas McConnell, a member of our board of directors, for his services as a director.



On October 23, 2013, we
issued 250,000 shares of our common stock to Robert Catala, our Chief Executive Officer, for services provided by Mr. Catala.



On January 28, 2013, we
issued 25,000 shares of common stock to our former Chief Executive Officer. Also on January 28, 2013, pursuant to our 2012 Equity
Incentive Plan, we issued 150,000 common stock purchase options to two of our directors at an exercise price of $1.65 per share.



On October 16, 2012, we
issued 1,826,622 shares of our common stock to Sean Wagner, a principal shareholder of the Company, for services provided as our
Vice President of Sales.



On January 18, 2012, in
connection with the completion of the acquisition of AFI, we issued 7,400,000 shares of common stock to Sean Wagner, the sole shareholder
of AFI.



On December 14, 2011, we
issued 500,000 shares of restricted common stock to our former Chief Executive Officer.



On December 14, 2011, John
D. Thomas, P.C. (“JDT”), our controlling shareholder and our former Chief Executive Officer, sold 200 shares of our
Series A Preferred Stock to Sean Wagner, the sole shareholder of AFI and the recipient of 7,400,000 shares of common stock in connection
with the acquisition of AFI. The consideration for the preferred stock consisted of a secured promissory note issued by Mr. Wagner
to JDT, and required Mr. Wagner to grant JDT a security interest in the preferred stock as well as the voting rights attached thereto
until the note is paid in full. Although the preferred stock carries no dividend, distribution, or liquidation rights, and is not
convertible into common stock, each share of preferred stock carries 20,000,000 votes per share and is entitled to be voted with
our common stockholders on all matters upon which common stockholders may vote. As a result of the purchase and sale of the preferred
stock, Mr. Wagner holds a controlling beneficial interest in our Company and, once the note to JDT is paid in full, may unilaterally
determine the election of our board of directors and other substantive matters requiring approval of our stockholders.



Also on December 14, 2011,
we converted approximately $1.15 million in loans, notes, and accrued liabilities owed to John D. Thomas, our former Chief Executive
Officer and the controlling shareholder of the Company, into 500,000 shares of restricted common stock.



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On April 6, 2010, we issued
200 shares of Series A Preferred Stock to John D. Thomas, P.C., a corporation controlled by John D. Thomas, our former Chief Executive
Officer and a former member of the board of directors. Each share of preferred stock carries twenty million (20,000,000) and is
able to vote together with holders of our common shares on any matter upon which our common stockholders may vote. As a result
of the issuance of the preferred stock, Mr. Thomas is able to unilaterally control the election of our board of directors and approve
any other item which would require approval of holders of a majority of our voting shares.



On May 25, 2010, we issued
500,000 shares of our common stock to an entity owned and controlled by our former Chief Executive Officer.



Director Independence



We consider our sole member
of our board of directors as an “independent director” in accordance with the published listing requirements of the
NYSE Euronext Stock Exchange. The independence definition of the NYSE includes a series of objective tests, such as that the director
is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members
has engaged in various types of business dealings with us. In addition, we are required to consider “all relevant facts and
circumstances” in making our determination as to the independence of our directors. We have not established any board committees.
We hope in the future to add at least one more independent director and establish one or more board committees, including an audit
committee.



ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES.



The following table sets
forth fees paid to our independent registered accounting firm, Morrill & Associates, LLC during the fiscal year 2012. We engaged
RBSM LLP on March 19, 2013, as our independent accountant following the dismissal of Morrill & Associates, LLC.



|                   |  | 2013 |        | 2012
|------------------ |  | ---- | ------ | ----
|Audit Fees         |  | $    | 35,000 |     
|Audit Related Fees |  |      | -0-    |     
|Tax Fees           |  |      | -0-    |     
|All Other Fees     |  |      | -0-    |     
|Total Fees         |  | $    | 35,000 |     



It is the policy
of the Board of Directors, which presently completes the functions of the Audit Committee, to engage the independent
accountants selected to conduct our financial audit and to confirm, prior to such engagement, that such independent
accountants are independent of the company. All services of the independent registered accounting firms reflected above were
pre-approved by the Board of Directors.

























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PART IV



ITEM 15.   EXHIBITS.



The following exhibits are filed with or incorporated
by referenced in this report:



|Exhibit Number |  | Description                                                                                                                                                        
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            |  | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on February 10, 2014).
|3.2            |  | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed on June 17, 2011).                          
|10.1.          |  | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K/A filed on September 18, 2012).            
|10.2           |  | 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K/A filed on September 18, 2012).                   
|10.3           |  | Securities Purchase Agreement between the Registrant and Magna Group, L.L.P., dated January 22, 2014 (including exhibits).                                         
|14.1           |  | Code of Ethics for the Registrant.                                                                                                                                 
|21.1           |  | Subsidiaries of the Registrant.                                                                                                                                    
|31.1           |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Robert Catala.                                                                         
|32             |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Robert Catala.                                                                         















































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SIGNATURES



In accordance with Section
13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



|                      |                                                                             | FUELSTREAM, INC.
|--------------------- | --------------------------------------------------------------------------- | ----------------
|                      |                                                                             |                 
|                      |                                                                             |                 
|                      | /s/ Robert Catala                                                          
|Dated: March 31, 2014 | By: Robert Catala, Chief Executive Officer, and Principal Financial Officer
|                      |                                                                             |                 
|                      |                                                                             |                 



In
accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Company and in the
capacities and on the dates indicated.



|/s/ Robert Catala |  | Chief Executive Officer | March 31, 2014
|----------------- |  | ----------------------- | --------------
|Robert Catala     |  |                        





|/s/ Thomas McConnell |  | Director | March 31, 2014
|-------------------- |  | -------- | --------------
|Thomas McConnell     |  |         



















































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